P.T. Indosat Tbk

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JFbBIjMCYUEwNq1FSSG8yTQg1+NgzxXt72ZzjwE7U7b7XdPzhMrDTi3khZa6TccY RT9sknCWw5SKeESAT/JB/A== 0001145549-07-000061.txt : 20070119 0001145549-07-000061.hdr.sgml : 20070119 20070119133329 ACCESSION NUMBER: 0001145549-07-000061 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070119 DATE AS OF CHANGE: 20070119 GROUP MEMBERS: ASIA MOBILE HOLDINGS COMPANY PTE. LTD. GROUP MEMBERS: ASIA MOBILE HOLDINGS PTE. LTD. GROUP MEMBERS: INDONESIA COMMUNICATIONS LTD GROUP MEMBERS: SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD GROUP MEMBERS: TEMASEK HOLDINGS (PRIVATE) LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PT Indosat Tbk CENTRAL INDEX KEY: 0000929700 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: K8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53745 FILM NUMBER: 07540219 BUSINESS ADDRESS: STREET 1: INDOSAT BUILDING STREET 2: JALAN MEDAN MERDEKA BARAT 21 CITY: JAKARTA STATE: K8 ZIP: 10110 BUSINESS PHONE: 0213802614 MAIL ADDRESS: STREET 1: INDOSAT BUILDING STREET 2: JALAN MEDAN MERDEKA BARAT 21 CITY: JAKARTA STATE: K8 ZIP: 10110 FORMER COMPANY: FORMER CONFORMED NAME: P T INDOSAT TBK DATE OF NAME CHANGE: 19940915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STT COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001139158 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 CUPPAGE ROAD #10-11/17 STREET 2: STARHUB CENTRE CITY: SINGAPORE STATE: U0 ZIP: 229469 BUSINESS PHONE: (65) 67238777 MAIL ADDRESS: STREET 1: 51 CUPPAGE ROAD #10-11/17 STREET 2: STARHUB CENTRE CITY: SINGAPORE STATE: U0 ZIP: 229469 SC 13D/A 1 u92915sc13dza.htm P.T. INDOSAT TBK P.T. Indosat Tbk


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

P. T. Indosat Tbk

(Name of Issuer)

Series B Common Shares, par value Rp.100 per share

(Title of Class of Securities)

715680 10 4

(CUSIP Number)

Pek Siok Lan
STT Communications Ltd
51 Cuppage Road #10-11/17
StarHub Centre
Singapore 229469
Telephone: (65) 6723 8668
Facsimile: (65) 6720 7277

Copy to:
Michael W. Sturrock, Esq.
Latham & Watkins LLP
80 Raffles Place #14-20
Singapore 048624
Telephone: (65) 6536 1161
Facsimile: (65) 6536 1171

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 12, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

TABLE OF CONTENTS


Exhibit Index
SCHEDULE A
EX-1 Indosat Deed dated January 12, 2007


CUSIP No.		715680 10 4		Page		2		of		17

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Temasek Holdings (Private) Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

BK;OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Singapore

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,217,590,000⁽¹⁾⁽²⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,217,590,000⁽¹⁾⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,217,590,000⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

40.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


(1)		Includes 46,340,000 Series B Common Shares which are owned beneficially and of record by Indonesia Communications Pte. Ltd., a wholly-owned subsidiary of Asia Mobile Holdings Pte. Ltd (“AMH”).

(2)		The Reporting Person expressly disclaims beneficial ownership of all shares beneficially owned by Singapore Technologies Telemedia Pte Ltd and its subsidiaries.


CUSIP No.		715680 10 4		Page		3		of		17

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Singapore Technologies Telemedia Pte Ltd

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

BK;OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Singapore

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,217,590,000⁽³⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,217,590,000⁽³⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,217,590,000⁽³⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

40.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


(3)		Includes 46,340,000 Series B Common Shares which are owned beneficially and of record by Indonesia Communications Pte. Ltd., a wholly-owned subsidiary of AMH.


CUSIP No.		715680 10 4		Page		4		of		17

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

STT Communications Ltd

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

BK;OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Singapore

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,217,590,000⁽⁴⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,217,590,000⁽⁴⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,217,590,000⁽⁴⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

40.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


(4)		Includes 46,340,000 Series B Common Shares which are owned beneficially and of record by Indonesia Communications Pte. Ltd., a wholly-owned subsidiary of AMH.


CUSIP No.		715680 10 4		Page		5		of		17

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Asia Mobile Holding Company Pte. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

BK;OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Singapore

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,217,590,000⁽⁵⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,217,590,000⁽⁵⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,217,590,000⁽⁵⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

40.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


(5)		Includes 46,340,000 Series B Common Shares which are owned beneficially and of record by Indonesia Communications Pte. Ltd., a wholly-owned subsidiary of AMH.


CUSIP No.		715680 10 4		Page		6		of		17

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Asia Mobile Holdings Pte. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

BK;OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Singapore

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,217,590,000⁽⁶⁾

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,217,590,000⁽⁶⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,217,590,000⁽⁶⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

40.8%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


(6)		Includes 46,340,000 Series B Common Shares which are owned beneficially and of record by Indonesia Communications Pte. Ltd., a wholly-owned subsidiary of AMH.


CUSIP No.		715680 10 4		Page		7		of		17


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Indonesia Communications Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	BK;OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Mauritius

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,171,250,000

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			2,171,250,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,171,250,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	40.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

Page 8 of 17

This Amendment No. 4 amends the Schedule 13D previously filed by STT Communications Ltd. (“STT Comm”) with the Securities and Exchange Commission on January 29, 2003, as amended by Amendment No. 1 to the Schedule 13D filed by STT Comm with the SEC on December 22, 2003, Amendment No. 2 to the Schedule 13D filed by STT Comm with the SEC on January 11, 2005 and Amendment No. 3 to the Schedule 13D filed by STT Comm with the SEC on December 29, 2006 (the “Statement”) with respect to the Series B Common Shares, par value 100 Rupiah per share (the “Series B Shares”), of P.T. Indosat Tbk, an Indonesian corporation (the “Issuer”). Capitalized terms used but not defined herein have the meanings given to them in the Statement.

Item 2. Identity and Background

Item 2 is amended to include the following paragraph:

The information regarding the executive officers and directors of the Reporting Persons set forth on Schedule A to this Statement is amended and restated in its entirety as set forth on Schedule A attached hereto, which is incorporated herein by reference.

Item 4. Purpose of Transaction

On January 12, 2007, STT Comm entered into a joint venture arrangement and strategic alliance with Qatar Telecom (Qtel) Q.S.C. (“Qtel”), whereby the parties intend to invest in AMH as a platform to hold and make investments in the mobile telecommunications sector in the Asia Pacific region (including AMH’s existing holdings in the Issuer). In relation to such joint venture arrangement, the parties entered into an agreement pursuant to which Qtel, through a wholly-owned subsidiary Qtel Investment Holdings BSC (“QIH”), has agreed to subscribe for approximately 25% of the share capital in AMH. The parties have also entered into a deed pursuant to which they have agreed not to make any investments, directly or indirectly, in the Issuer and its subsidiaries (except for any interests in the Issuer and its subsidiaries which are held by the STT group companies through AMH). The parties expect to terminate this deed upon closing of the joint venture arrangement above (“Closing”). A copy of the deed is attached hereto as Exhibit 1 and is incorporated herein by reference. Closing is subject to customary closing conditions, and the execution of a shareholders agreement by AMH, AMHC and QIH relating to AMH’s interests in the Issuer.

Pursuant to the shareholders agreement, AMHC and QIH will agree, among other things:

•

not to make any investments, directly or indirectly, in the Issuer or its subsidiaries, except through AMH or in certain limited circumstances;

•

that control of the Issuer remains with STT Comm (through its control of AMHC and AMH) and QIH will not have the ability to vote, or direct the voting of, or the power to dispose, or direct the disposition of, shares or other securities of the Issuer;

•

that QIH will not have the right to nominate and/or appoint directors to the board of directors of the Issuer;

•

to vote AMH’s shares in the Issuer in favor of the appointment (or reappointment) of at least five commissioners to the board of commissioners of the Issuer. Of these commissioners, four commissioners will be nominated by STT Comm (through AMHC) and one commissioner will be nominated by QIH (in consultation with AMHC);

•

to procure that the commissioners nominated by them will vote (or abstain therefrom) on all Issuer matters in accordance with the instructions of a lead director of AMH nominated by AMHC or the resolutions of the shareholders or board of AMH, as the case may be;

•

to consult with one another before allowing AMH to take action with respect to the following matters involving the Issuer: (i) changes to the constitutional documents of the Issuer, (ii) entering into liquidation or similar bankruptcy proceedings of the Issuer, or (iii) the Issuer acquiring or disposing of any material assets or incurring any material contractual or other obligation, provided that any such acquisition, disposition or incurrence would require the approval of the Issuer’s shareholders under applicable laws, regulations and the rules of any relevant stock exchange. As the rights of Qtel (through QIH) under the shareholders agreement are merely consultative, nothing in the shareholders agreement will confer on Qtel or QIH the right to veto any matter relating to the Issuer; and

•

that the shareholders agreement shall continue until mutually terminated by AMH, AMHC and QIH in writing.

Subject to prevailing market conditions, one or more of the Reporting Persons may increase or decrease their shareholdings in the Issuer.

Page 9 of 17

Item 5. Interest in Securities of Issuer

Item 5(a) — (b) is amended and restated in its entirety as follows:

Temasek, through its ownership of STT, may be deemed to share voting and dispositive power over the Series B Common Shares beneficially owned by STT Comm, AMHC, AMH, ICL and ICPL. However, pursuant to Rule 13d-4 under the Exchange Act, Temasek expressly disclaims beneficial ownership of such Series B Common Shares.

STT is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 2,217,590,000 Series B Common Shares of the Issuer, or 40.8% of the outstanding Series B Common Shares, and to have shared power over the voting and disposition of such shares, which consist of 2,171,250,000 Series B Common Shares of the Issuer through its ownership of STT Comm, AMHC, AMH and ICL and 46,340,000 additional Series B Common Shares of the Issuer which are owned beneficially and of record by ICPL, a wholly-owned subsidiary of AMH.

STT Comm is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 2,217,590,000 Series B Common Shares of the Issuer, or 40.8% of the outstanding Series B Common Shares, and to have shared power over the voting and disposition of such shares, which consist of 2,171,250,000 Series B Common Shares of the Issuer through its ownership of AMHC, AMH and ICL and 46,340,000 additional Series B Common Shares of the Issuer which are owned beneficially and of record by ICPL, a wholly-owned subsidiary of AMH.

AMHC is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 2,217,590,000 Series B Common Shares of the Issuer, or 40.8% of the outstanding Series B Common Shares, and to have shared power over the voting and disposition of such shares, which consist of 2,171,250,000 Series B Common Shares of the Issuer through its ownership of AMH and ICL and 46,340,000 additional Series B Common Shares of the Issuer which are owned beneficially and of record by ICPL, a wholly-owned subsidiary of AMH.

AMH is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 2,217,590,000 Series B Common Shares of the Issuer, or 40.8% of the outstanding Series B Common Shares, and to have shared power over the voting and disposition of such shares, which consist of 2,171,250,000 Series B Common Shares of the Issuer through its ownership of ICL and 46,340,000 additional Series B Common Shares of the Issuer which are owned beneficially and of record by ICPL, a wholly-owned subsidiary of AMH.

ICL is the beneficial owner of 2,171,250,000 Series B Common Shares of the Issuer, or 40.0% of the outstanding Series B Common Shares, and has shared power over the voting and disposition of such shares.

Item 5(c) is amended to include the following paragraph:

Date

Transacting Person

Transaction

Number of Shares

Price

01/17/2007

Fullerton (Private) Limited

Open Market Sale

1,532,500

Rp. 5928.8204

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is amended to include the disclosure in item 4 above.

Item 7. Material to be Filed as Exhibits

Indosat Deed dated January 12, 2007 among STT Communications Ltd, Asia Mobile Holding Company Pte. Ltd., Qatar Telecom (Qtel) Q.S.C., Qtel Investment Holdings BSC and Asia Mobile Holdings Pte. Ltd.

Page 10 of 17

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: January 19, 2007	TEMASEK HOLDINGS (PRIVATE) LIMITED


	By	:	/s/ Chia Yue Joo


	Name	:	Chia Yue Joo
	Title	:	Managing Director, Legal & Regulations


	SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD


	By	:	/s/ Pek Siok Lan


	Name	:	Pek Siok Lan
	Title	:	Company Secretary


	STT COMMUNICATIONS LTD


	By	:	/s/ Pek Siok Lan


	Name	:	Pek Siok Lan
	Title	:	Company Secretary


	ASIA MOBILE HOLDING COMPANY PTE. LTD.


	By	:	/s/ Pek Siok Lan


	Name	:	Pek Siok Lan
	Title	:	Company Secretary


	ASIA MOBILE HOLDINGS PTE. LTD.


	By	:	/s/ Pek Siok Lan


	Name	:	Pek Siok Lan
	Title	:	Company Secretary


	INDONESIA COMMUNICATIONS LIMITED


	By	:	/s/ Pek Siok Lan


	Name	:	Pek Siok Lan
	Title	:	Authorized Signatory

Page 11 of 17

Exhibit Index

Indosat Deed dated January 12, 2007 among STT Communications Ltd, Asia Mobile Holding Company Pte. Ltd., Qatar Telecom (Qtel) Q.S.C., Qtel Investment Holdings BSC and Asia Mobile Holdings Pte. Ltd.

Page 12 of 17

SCHEDULE A

The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below.

The following is a list of the executive officers and directors of Temasek Holdings (Private) Limited (“Temasek”):


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

S Dhanabalan	Chairman,	Singaporean	—
60B Orchard Road	Temasek Holdings (Private)
#06-18 Tower 2	Limited
The Atrium@Orchard
Singapore 238891
(Chairman of Temasek)

Kwa Chong Seng	Chairman/Managing Director,	Singaporean	—
1 Harbourfront Place	ExxonMobil Asia Pacific Pte Ltd
#06-00 Harbourfront Tower One
Singapore 098633
(Deputy Chairman of Temasek)

Lim Siong Guan	Chairman,	Singaporean	—
250 North Bridge Road	Economic Development Board
#28-00 Raffles City Tower
Singapore 179101
(Director of Temasek)

Sim Kee Boon	Member, Temasek	Singaporean	—
60B Orchard Road	Advisory Panel, Temasek
#06-18 Tower 2	Holdings (Private) Limited
The Atrium@Orchard
Singapore 238891
(Director of Temasek)

Koh Boon Hwee	Chairman,	Singaporean	—
1 Kim Seng Promenade	DBS Group Holdings Ltd &
#10-06 Great World City East Tower	DBS Bank Ltd
Singapore 237994
(Director of Temasek)

Kua Hong Pak	Managing Director & Group CEO,	Singaporean	—
205 Braddell Road	ComfortDelgro Corporation
East Wing 7^th Floor	Limited
Singapore 579701
(Director of Temasek)

Goh Yew Lin	Executive Director,	Singaporean	—
50 Raffles Place	G.K. Goh Holdings Limited
#33-00 Singapore Land Tower
Singapore 048623
(Director of Temasek)

Page 13 of 17


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

Teo Ming Kian	Permanent Secretary,	Singaporean	—
100 High Street	Ministry of Finance
#10-01 The Treasury
Singapore 179434
(Director of Temasek)

Simon Claude Israel	Executive Director,	New Zealander	—
60B Orchard Road	Temasek Holdings (Private)	Singapore Permanent
#06-18 Tower 2	Limited	Resident
The Atrium@Orchard
Singapore 238891
(Executive Director of Temasek)

Ho Ching	Executive Director & CEO,	Singaporean	—
60B Orchard Road	Temasek Holdings (Private)
#06-18 Tower 2	Limited
The Atrium@Orchard
Singapore 238891
(Executive Director & CEO of Temasek)

The following is a list of the executive officers and directors of Singapore Technologies Telemedia Pte Ltd (“STT”):


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

Tan Guong Ching	Corporate Director	Singaporean	—
51 Cuppage Road #10-11/17
StarHub Centre
Singapore 229469
(Chairman and Director, STT)

Peter Seah Lim Huat	Corporate Director	Singaporean	—
51 Cuppage Road #09-01
StarHub Centre
Singapore 229469
(Deputy Chairman and Director, STT)

Lee Theng Kiat	President and CEO,	Singaporean	135,000
51 Cuppage Road #10-11/17	STT and STT Comm
StarHub Centre
Singapore 229469
(Director, President & CEO, STT)

Sum Soon Lim	Corporate Director	Singaporean	—
51 Cuppage Road #10-11/17
StarHub Centre
Singapore 229469
(Director, STT)

Lim Ming Seong	Corporate Director	Singaporean	—
No. 2 Ubi View
Singapore 408556
(Director, STT)

Chang See Hiang	Advocate & Solicitor	Singaporean	—
9 Temasek Boulevard
#15-01 Suntec Tower 2
Singapore 038989
(Director, STT)

Justin Weaver Lilley	Attorney-at-Law	American	—
5729 Potomac Ave., NW
Washington, DC 20016
USA
(Director, STT)

Sir Michael Perry, GBE	Corporate Director	British	—
75 Park Walk
London SW10 0AZ
United Kingdom
(Director, STT)

Page 14 of 17


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer


Vicente S. Perez, Jr.	Corporate Director	Filipino	—
Unit 1605 Ayala Tower One
Ayala Avenue
Makati City
Philippines 1226
(Director, STT)

Sio Tat Hiang	Executive Vice President,	Singaporean	—
51 Cuppage Road #10-11/17	STT and STT Comm
StarHub Centre
Singapore 229469
(Executive Vice President, STT)

Pek Siok Lan	Senior Vice President,	Singaporean	—
51 Cuppage Road #10-11/17	Legal and General Counsel,
StarHub Centre	STT and STT Comm
Singapore 229469
(Company Secretary, STT)

Stephen Geoffrey Miller	Chief Financial Officer,	Australian	—
51 Cuppage Road #09-01	STT and STT Comm
StarHub Centre
Singapore 229469
(Chief Financial Officer, STT)

Anupam Garg	Senior Vice President,	Indian	—
51 Cuppage Road #09-01	International Business
StarHub Centre	Development, STT and STT Comm
Singapore 229469
(Senior Vice President, International
Business Development, STT)

Kek Soon Eng	Senior Vice President,	Singaporean	—
51 Cuppage Road #10-11/17	Management of Investee
StarHub Centre	Companies, STT and STT Comm
Singapore 229469
(Senior Vice President, Management of
Investee Companies, STT)

Page 15 of 17

The following is a list of the executive officers and directors of STT Communications Ltd (“STT Comm”):


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

Tan Guong Ching	Corporate Director	Singaporean	—
51 Cuppage Road #10-11/17
StarHub Centre
Singapore 229469
(Chairman and Director, STT Comm)

Peter Seah Lim Huat	Corporate Director	Singaporean	—
51 Cuppage Road #09-01
StarHub Centre
Singapore 229469
(Deputy Chairman and Director, STT Comm)

Lee Theng Kiat	President and CEO,	Singaporean	135,000
51 Cuppage Road #10-11/17	STT and STT Comm
StarHub Centre
Singapore 229469
(Director, President & CEO, STT Comm)

Sum Soon Lim	Corporate Director	Singaporean	—
51 Cuppage Road #10-11/17
StarHub Centre
Singapore 229469
(Director, STT Comm)

Lim Ming Seong	Corporate Director	Singaporean	—
No. 2 Ubi View
Singapore 408556
(Director, STT Comm)

Chang See Hiang	Advocate & Solicitor	Singaporean	—
9 Temasek Boulevard
#15-01 Suntec Tower 2
Singapore 038989
(Director, STT Comm)

Justin Weaver Lilley	Attorney-at-Law	American	—
5729 Potomac Ave., NW
Washington, DC 20016
USA
(Director, STT Comm)

Sir Michael Perry, GBE	Corporate Director	British	—
75 Park Walk
London SW10 0AZ
United Kingdom
(Director, STT Comm)

Page 16 of 17


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

Vicente S. Perez, Jr.	Corporate Director	Filipino	—
Unit 1605 Ayala Tower One
Ayala Avenue
Makati City
Philippines 1226
(Director, STT Comm)

Sio Tat Hiang	Executive Vice President,	Singaporean	—
51 Cuppage Road #10-11/17	STT and STT Comm
StarHub Centre
Singapore 229469
(Executive Vice President, STT Comm)

Pek Siok Lan	Senior Vice President,	Singaporean	—
51 Cuppage Road #10-11/17	Legal and General Counsel,
StarHub Centre	STT and STT Comm
Singapore 229469
(Company Secretary, STT Comm)

Stephen Geoffrey Miller	Chief Financial Officer,	Australian	—
51 Cuppage Road #09-01	STT and STT Comm
StarHub Centre
Singapore 229469
(Chief Financial Officer, STT Comm)

Anupam Garg	Senior Vice President,	Indian	—
51 Cuppage Road #09-01	International Business
StarHub Centre	Development, STT and STT Comm
Singapore 229469
(Senior Vice President, International
Business Development, STT Comm)

Kek Soon Eng	Senior Vice President,	Singaporean	—
51 Cuppage Road #10-11/17	Management of Investee
StarHub Centre	Companies, STT and STT Comm
Singapore 229469
(Senior Vice President, Management of
Investee Companies, STT Comm)

The following is a list of the executive officers and directors of AMHC:


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

Lee Theng Kiat	President and CEO,	Singaporean	135,000
51 Cuppage Road #10-11/17	STT and STT Comm
StarHub Centre
Singapore 229469
(Director, AMHC)

Page 17 of 17


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

Tan Guong Ching	Corporate Director	Singaporean	—
51 Cuppage Road #10-11/17
StarHub Centre
Singapore 229469
(Director, AMHC)

The following is a list of the executive officers and directors of AMH:


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

Lee Theng Kiat	President and CEO,	Singaporean	135,000
51 Cuppage Road #10-11/17	STT and STT Comm
StarHub Centre
Singapore 229469
(Director, AMH)

Tan Guong Ching	Corporate Director	Singaporean	—
51 Cuppage Road #10-11/17
StarHub Centre
Singapore 229469
(Director, AMH)

The following is a list of the executive officers and directors of ICL:


Name, Business Address and	Present Principal	Citizenship	Number of shares
Position	Occupation		held in Issuer

Lee Theng Kiat	President and CEO,	Singaporean	135,000
51 Cuppage Road	STT and STT Comm
#10-11/17
StarHub Centre
Singapore 229469
(Director, ICL)

Kek Soon Eng	Senior Vice President,	Singaporean	—
51 Cuppage Road #10-11/17	Management of
StarHub Centre	Investee Companies
Singapore 229469	STT and STT Comm
(Director, ICL)

Louis Gervais Franco Gua	Head of Corporate	Mauritian	—
4th Floor, Barkly Wharf East	Services Department,
Le Caudan Waterfront	Deutsche Bank
Port-Louis	Mauritius Limited
Mauritius
(Director, ICL)

Mark Sebastian Law	Head of Mauritius	British, Jersey	—
4th Floor, Barkly Wharf East	Insourcing Group,	Channel Islands
Le Caudan Waterfront	Deutsche Bank
Port Louis	Mauritius Limited
Mauritius
(Director, ICL)

EX-1 2 u92915exv1.htm EX-1 INDOSAT DEED DATED JANUARY 12, 2007 EX-1 Indosat Deed dated January 12, 2007

Exhibit 1

Dated 12 January 2007

ASIA MOBILE HOLDINGS PTE. LTD.

and

QTEL INVESTMENT HOLDINGS BSC

and

ASIA MOBILE HOLDING COMPANY PTE. LTD.

and

STT COMMUNICATIONS LTD

and

QATAR TELECOM (QTEL) Q.S.C.

INDOSAT DEED


		ALLEN & GLEDHILL ONE MARINA BOULEVARD #28-00 SINGAPORE 018989

This Deed is made on 12 January 2007 between:

(1)		Asia Mobile Holdings Pte. Ltd. (the “Company”), a company incorporated in Singapore and having its registered office at 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469;

(2)		Qtel Investment Holdings BSC (“QIH”), a company incorporated in Bahrain and having its registered office at Flat 51 Building 122 Road 1605 Block 316 Manama Kingdom of Bahrain;

(3)		Asia Mobile Holding Company Pte. Ltd. (“AMHC”), a company incorporated in Singapore and having its registered office at 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469;

(4)		STT Communications Ltd (“STTC”), a company incorporated in Singapore and having its registered office at 51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469; and

(5)		Qatar Telecom (Qtel) Q.S.C. (“Qtel”), a company incorporated in Qatar and having its registered office at Qtel Building 100 West Bay Center The Corniche PO Box 217 Doha Qatar.

This Deed witnesseth as follows:

1.		Definitions and Interpretation

1.1		Interpretation

		In this Deed, unless the context otherwise requires, the provisions in this Clause 1 apply:

		“Business Day” means a day on which banks are open for business in Singapore and Qatar but excluding Saturdays and Sundays;

		“ICC” means the International Chamber of Commerce;

		“Indosat” means PT Indosat Tbk, a company incorporated in Indonesia and listed on the Jakarta Stock Exchange, the Surabaya Stock Exchange and the New York Stock Exchange;

		“Issuer Group” or “Issuer Group Companies” means the Company, AMHC and STTC, and “Issuer Group Company” means any company in the Issuer Group;

		“Losses” means all losses, liabilities, costs (including, without limitation, legal costs), charges, expenses, actions, proceedings, claims and demands;

		“Parties” means the Company, QIH, AMHC, STTC and Qtel, and “Party” means any one of them;

		“ST Telemedia” means Singapore Technologies Telemedia Pte Ltd, a company incorporated in Singapore; and

		“Subscriber Group” or “Subscriber Group Companies” means QIH and Qtel, and “Subscriber Group Company” means any company in the Subscriber Group.

1.2		Control

		The expression “affiliate” means, in relation to each of the Company, AMHC and STTC, each of ST Telemedia and/or STTC and any person that is directly or indirectly controlled

- 1 -

		by ST Telemedia and/or STTC and means, in relation to each of QIH and Qtel, each of Qtel and any person that is directly or indirectly controlled by Qtel. The expression “control” (including its correlative meanings, “controlled by”, “controlling” and “under common control with”) shall mean, with respect to a corporation, the right to exercise, directly or indirectly, more than 50 per cent. of the voting rights attributable to the shares of the controlled corporation and, with respect to any person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person.

1.3		Construction

		Unless a contrary indication appears, a reference in this Deed to “in writing” includes approval by wireless or facsimile transmission legibly received and “written” has a corresponding meaning.

1.4		Clauses

		Any references in this Deed to Clauses are to the clauses of this Deed.

1.5		Gender etc

		Unless the context otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa; references to persons shall include natural persons, bodies corporate, countries, states, municipalities and state organs; and words denoting any gender shall include all genders.

1.6		Headings

		The headings are for convenience only and shall not affect the interpretation of this Deed.

2.		Standstill

		Each of the Parties agrees that it shall not, and shall procure that its affiliates shall not make any investments, directly or indirectly, in Indosat and its subsidiaries, save for any interests in Indosat and its subsidiaries which are held by ST Telemedia and its affiliates through the Company.

3.		Indemnity

3.1		The Issuer Group Companies jointly and severally covenant with the Subscriber Group Companies jointly to indemnify and save harmless the Subscriber Group Companies jointly from and against any and all Losses which any Subscriber Group Company may at any time and from time to time sustain, incur or suffer by reason of any breach by any Issuer Group Company of its obligations under Clause 2, resulting in any Subscriber Group Company or the Company being required to make a mandatory takeover offer for the shares and convertible securities (if any) in Indosat or any of its subsidiaries, under applicable laws and regulations.

3.2		The Subscriber Group Companies jointly and severally covenant with the Issuer Group Companies jointly to indemnify and save harmless the Issuer Group Companies jointly from and against any and all Losses which any Issuer Group Company may at any time and from time to time sustain, incur or suffer by reason of any breach by any Subscriber

- 2 -

		Group Company of its obligations under Clause 2, resulting in any Issuer Group Company or the Company being required to make a mandatory takeover offer for the shares and convertible securities (if any) in Indosat or any of its subsidiaries, under applicable laws and regulations.

4.		Duration and Termination

4.1		Duration: This Deed shall continue in full force and effect from the date of this Deed until the Parties agree in writing to terminate this Deed.

4.2		Accrued Liability: The termination of this Deed for any cause shall not release any Party from any liability which at the time of termination has already accrued, or which thereafter may accrue.

5.		Notices

5.1		Any notice or other communication in connection with this Deed shall be in writing in English (a “Notice”) and shall be sufficiently given or served if delivered or sent:


		in the case of the Company to:

		Address:		51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469

		Fax:		+65 6720 7220

		Attention:		Company Secretary


		in the case of QIH to:

		Address:		Qtel Building 100 West Bay Center The Corniche PO Box 217 Doha Qatar

		Fax:		+ 974 411 0389

		Attention:		Group Legal Counsel

- 3 -


		in the case of AMHC to:

		Address:		51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469

		Fax:		+65 6720 7220

		Attention:		Company Secretary


		in the case of STTC to:

		Address:		51 Cuppage Road #10-11/17 StarHub Centre Singapore 229469

		Fax:		+65 6720 7220

		Attention:		General Counsel


		in the case of Qtel to:

		Address:		Qtel Building 100 West Bay Center The Corniche PO Box 217 Doha Qatar

		Fax:		+ 974 411 0389

		Attention:		Group Legal Counsel

		or (in any case) to such other address or fax number as the relevant Parties may have notified to the others in writing in accordance with this Clause 5.1.

5.2		Any Notice may be delivered by hand or, sent by fax or prepaid registered post or registered airmail in the case of international service. Without prejudice to the foregoing, any Notice shall conclusively be deemed to have been received (i) on the Business Day in the place to which it is sent, if sent by fax before 4.00 p.m. on that Business Day at the time of the place to which it is sent, otherwise, such Notice shall be deemed to have been received on the next Business Day in the place to which it is sent, (ii) five Business Days from the time of posting, if sent by post, (iii) five Business Days from the time of posting, if sent by airmail, or (iv) at the time of delivery, if delivered by hand.

6.		Governing Law and Arbitration

6.1		This Deed shall be governed by, and construed in accordance with, Singapore law.

- 4 -

6.2		In case any dispute or difference shall arise amongst the Parties as to the construction of this Deed or as to any matter or thing of whatsoever nature arising thereunder or in connection therewith, including any question regarding its existence, validity or termination, such dispute or difference shall be submitted to a single arbitrator to be appointed by the Parties in dispute or, failing agreement within 14 days after any Party has given to the other Party in dispute a written request to concur in the appointment of an arbitrator, a single arbitrator to be appointed on the request of any Party by the Chairman for the time being of the ICC and such submission shall be a submission to arbitration in accordance with the Rules of Arbitration of the ICC as presently in force by which the Parties in dispute agree to be so bound. The arbitrator shall neither be a national nor a resident of Qatar, Bahrain or Singapore. The place of arbitration shall be Hong Kong and the arbitration shall be conducted wholly in the English language.

6.3		Nothing in this Clause 6 shall limit the right of any Party to take proceedings in respect of any interim measure (including injunction) in aid of the arbitration or in respect of the enforcement of an award rendered in the arbitration in any court of competent jurisdiction nor shall the taking of such proceedings in one or more jurisdictions preclude that Party from taking proceedings in any other jurisdiction, whether concurrently or not.

7.		Appointment of Process Agent

		Each of Qtel and QIH (the “Principal”) irrevocably appoints Messrs Rajah & Tann of 4 Battery Road #26-01 Bank of China Building Singapore 049908 (the “Agent”) as its agent to accept service of process in Singapore in any legal action or proceedings contemplated by Clause 6.3 provided that:

7.1		service upon the Agent shall be deemed valid service upon the Principal whether or not the process is forwarded to or received by the Principal;

7.2		the Principal shall inform all other parties to this Deed, in writing, of any change in the address of the Agent within 28 days of such change;

7.3		if the Agent ceases to be able to act as a process agent or to have an address in Singapore, the Principal irrevocably agrees to appoint a new process agent in Singapore acceptable to the other Party and to deliver to the other Parties within 14 Business Days a copy of a written acceptance of appointment by the new process agent; and

7.4		nothing in this Deed shall affect the right to serve process in any other manner permitted by law.

8.		Waiver of Immunity

		To the extent that any Party has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, such Party irrevocably waives such immunity in respect of its obligations hereunder to the extent permitted by applicable law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Clause 8 shall have effect to the fullest extent permitted under applicable law.

- 5 -

In witness whereof the parties hereto have caused this Deed to be executed as a deed on the day and year first above written.




THE COMPANY


The Common Seal of	)

ASIA MOBILE HOLDINGS PTE. LTD.	)

was hereunto affixed	)

in the presence of:	)	/s/ Lee Theng Kiat
		Director


		/s/ Anupam Garg

		Director/Secretary/Authorised Person




QIH


SIGNED SEALED and DELIVERED by	)
	)
as authorised signatory for and on behalf of	)
	)	/s/ Dr. Nasser Mohd Abdulla Marafih
QTEL INVESTMENT HOLDINGS BSC	)

in the presence of:


/s/ Michael Hancock

Witness’s signature
Name: Michael Hancock

- 6 -


AMHC


The Common Seal of	)

ASIA MOBILE HOLDING	)

COMPANY PTE. LTD.	)

was hereunto affixed	)

in the presence of:	)	/s/ Lee Theng Kiat

		Director

		/s/ Anupam Garg

		Director/Secretary/Authorised Person




STTC


The Common Seal of	)

STT COMMUNICATIONS LTD	)

was hereunto affixed	)

in the presence of:	)	/s/ Peter Seah

		Director

		/s/ Pek Siok Lan

		Director/Secretary/Authorised Person

- 7 -


QTEL

SIGNED SEALED and DELIVERED by	)
	)
as authorised signatory for and on behalf of	)
	)	/s/ H. E. Sheik Abdullah Al Thani
QATAR TELECOM (QTEL) Q.S.C.	)
in the presence of:

/s/ H. E. Sheik Mohammed Al Thani

Witness’s signature
Name: H. E. Sheik Mohammed Al Thani

- 8 -

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