EX- 4.12



 Exhibit 4.12 
 Pico Sharing Agreement between PT Indosat Tbk (“Indosat”) and PT XL Axiata Tbk (“XL”) No. Indosat: 1971/AF0-AFAA/LGL/12 – No. XL: 0423-12-BSS-ISAT dated December 14, 2012.

 The Parties: 
  

	1.	PT Indosat Tbk; and 

  

	2.	PT XL Axiata Tbk 

 Scope of the
Agreement: 
  

	1.	Mutually utilize the parties’ respective indoor network equipment and capacity with the lease scheme, which consist of: 


 

	 	•	 	 TRX : 2 units; 


  

	 	•	 	 Combiner : 1 unit; 


  

	 	•	 	 Transmission Capacity; and 


  

	 	•	 	 BSC (Base Station Controller) /RNC (Radio Network Controller) Capacity. 



 

	2.	The Site Owner is responsible for obtaining and maintaining permits required to build the owner/multi-operator vendor. 


 

	3.	Equal sharing of payment obligation for any amount payable by the Site Owner to the multi operator vendor specifically to allow the Site Owner to use the multi operator
vendor’s telecommunication indoor infrastructure; 

  

	4.	Each Pico Site has its own individual site lease term as stated in the Commercial Acceptance Certificate. 


Lease Prices: 
  

	1.	Grading system charges: 

  

	 	•	 	 1st grade : airport, premium shopping mall; 


  

	 	•	 	 2nd grade : regular mall, convention center, four star hotel, hospital, department store, university; and 



 

	 	•	 	 3rd grade : three star and below hotel, apartment building, school, office, entertainment center. 



 

	2.	Service Charges will be paid quarterly by the Capacity User to the Site Owner; 


 

	3.	Prices 

  

	 	•	 	 Region 1 : Java and Bali 


  

													
	 Price Cell Per Category and Number of Antenna (“Price Cell”)
	 	Pico cell Site Grading	 
	 	Category 1: Airport,
Premium Shopping
Mall	 	 	Category 2: Mall,
Convention Center,
Hotel
34 star,
Hospital, Department
Store, University	 	 	Category 3: Hotel 3
star and below,
Apartment Building,
School,
Office
Building,
Entertainment	 
				
	 <40
	 	 	IDR 15,100,000	  	 	 	IDR 14,400,000	  	 	 	IDR 13,800,000	  
				
	 40-69
	 	 	IDR 19,900,000	  	 	 	IDR 17,100,000	  	 	 	IDR 14,700,000	  
				
	 70-99
	 	 	IDR 22,600,000	  	 	 	IDR 19,900,000	  	 	 	IDR 17,600,000	  
				
	 100-149
	 	 	IDR 25,000,000	  	 	 	IDR 24,000,000	  	 	 	IDR 23,000,000	  
				
	 150-199
	 	 	IDR 30,600,000	  	 	 	IDR 29,900,000	  	 	 	IDR 29,200,000	  
				
	 200-249
	 	 	IDR 36,500,000	  	 	 	IDR 34,600,000	  	 	 	IDR 32,800,000	  
				
	 250-299
	 	 	IDR 46,300,000	  	 	 	IDR 41,400,000	  	 	 	IDR 37,000,000	  
				
	 300-349
	 	 	IDR 47,400,000	  	 	 	IDR 42,100,000	  	 	 	IDR 39,100,000	  
				
	 350-399
	 	 	IDR 48,100,000	  	 	 	IDR 44,700,000	  	 	 	IDR 41,500,000	  
				
	 >400
	 	 	IDR 50,800,000	  	 	 	IDR 48,000,000	  	 	 	IDR 45,400,000	  









	 	•	 	 Region 2 : Jabotabek (plus 10% of Java & Bali) 



 

													
	 Price Cell Per Category and Number of Antenna (“Price Cell”)
	 	Pico cell Site Grading	 
	 	Category 1: Airport,
Premium Shopping
Mall	 	 	Category 2: Mall,
Convention Center,
Hotel
34 star,
Hospital, Department
Store, University	 	 	Category 3: Hotel 3
star and below,
Apartment Building,
School,
Office
Building,
Entertainment	 
				
	 <40
	 	 	IDR 16,700,000	  	 	 	IDR 15,900,000	  	 	 	IDR 15,200,000	  
				
	 40-69
	 	 	IDR 21,900,000	  	 	 	IDR 18,900,000	  	 	 	IDR 16,200,000	  
				
	 70-99
	 	 	IDR 24,900,000	  	 	 	IDR 21,900,000	  	 	 	IDR 19,400,000	  
				
	 100-149
	 	 	IDR 27,500,000	  	 	 	IDR 26,400,000	  	 	 	IDR 25,300,000	  
				
	 150-199
	 	 	IDR 33,700,000	  	 	 	IDR 32,900,000	  	 	 	IDR 32,200,000	  
				
	 200-249
	 	 	IDR 40,200,000	  	 	 	IDR 38,100,000	  	 	 	IDR 36,100,000	  
				
	 250-299
	 	 	IDR 51,000,000	  	 	 	IDR 45,600,000	  	 	 	IDR 40,700,000	  
				
	 300-349
	 	 	IDR 52,200,000	  	 	 	IDR 46,400,000	  	 	 	IDR 43,100,000	  
				
	 350-399
	 	 	IDR 53,000,000	  	 	 	IDR 49,200,000	  	 	 	IDR 45,700,000	  
				
	 >400
	 	 	IDR 55,900,000	  	 	 	IDR 52,800,000	  	 	 	IDR 50,000,000	  
				
		 				 				 			
				
		 				 				 			
				
		 				 				 			


	 	•	 	 Region 3 : Others (subtract 5% of Java & Bali) 



 

													
	 Price Cell Per Category and Number of Antenna (“Price Cell”)
	 	Pico cell Site Grading	 
	 	Category 1: Airport,
Premium Shopping
Mall	 	 	Category 2: Mall,
Convention Center,
Hotel
34 star,
Hospital, Department
Store, University	 	 	Category 3: Hotel 3
star and below,
Apartment Building,
School,
Office
Building,
Entertainment	 
				
	 <40
	 	 	IDR 14,400,000	  	 	 	IDR 13,700,000	  	 	 	IDR 13,100,000	  
				
	 40-69
	 	 	IDR 18,900,000	  	 	 	IDR 16,300,000	  	 	 	IDR 14,000,000	  
				
	 70-99
	 	 	IDR 21,500,000	  	 	 	IDR 18,900,000	  	 	 	IDR 16,700,000	  
				
	 100-149
	 	 	IDR 23,800,000	  	 	 	IDR 22,800,000	  	 	 	IDR 21,800,000	  
				
	 150-199
	 	 	IDR 29,100,000	  	 	 	IDR 28,400,000	  	 	 	IDR 27,700,000	  
				
	 200-249
	 	 	IDR 34,700,000	  	 	 	IDR 32,900,000	  	 	 	IDR 31,100,000	  
				
	 250-299
	 	 	IDR 44,000,000	  	 	 	IDR 39,300,000	  	 	 	IDR 35,100,000	  
				
	 300-349
	 	 	IDR 45,000,000	  	 	 	IDR 40,000,000	  	 	 	IDR 37,100,000	  
				
	 350-399
	 	 	IDR 45,700,000	  	 	 	IDR 42,500,000	  	 	 	IDR 39,400,000	  
				
	 >400
	 	 	IDR 48,200,000	  	 	 	IDR 45,600,000	  	 	 	IDR 43,200,000	  









	4.	Site Imbalance 

  

	 	•	 	 If a Party (“Party A”) is providing more than 55% of the total number of Pico cell Sites within grading, then the other Party (“Party
B”) shall pay a Site Imbalance charge to Party A. 


  

	 	•	 	 Site Imbalance Charges are 20% of the normal charges. 


 Period of Agreement: 
 This Agreement will be in effect for five
(5) years beginning in 2012. The agreement will be renewed automatically for a further period of five (5) years unless a Party issues a written notice to the other Party no less than six (6) months before the expiry of the Agreement.

 Other Terms: 
  

	1.	This is a non-exclusive agreement; 

  

	2.	The total liability of a Party, whether in contract, tort (including negligence) or otherwise, under or in connection with this Agreement is limited to USD 2 million;


  

	3.	If a Party undergoes a direct or indirect change in control or direct or indirect change in legal or beneficial ownership of more than 50% (whether by a single event or
a series of events over the term of this Agreement), that Party will give written notification to the other Party within five (5) business days of the change in control or ownership. However, this change in control does not remove the other
Party’s rights to terminate the Agreement. 

 Governing Law & Dispute Settlement: 

 

	1.	This Agreement is governed by the laws of the Republic of Indonesia; 

  

	2.	If a dispute arises, each Party must act in good faith in relation to the dispute to resolve it as quickly as possible. If the dispute is not resolved in good faith, a
Party may give notice to the other Party, in which case the Parties must refer the dispute to be finally resolved by arbitration in Indonesia in accordance with the Rules of Badan Arbitrase Nasional Indonesia (BANI Rules) then in force. The BANI
Rules shall be deemed to be incorporated by reference in this Clause. 

 Language: 

 

	1.	If requested in writing by a Party, the Parties will promptly cause this Agreement to be translated into the Bahasa Indonesia language and cause such Bahasa Indonesia
version to be executed by the Parties only for compliance with Law No.24/2009 of Flag, Language, National Symbols and National Anthem and as a reference between the Parties. 


 

	2.	The existence of a Bahasa Indonesia version of this Agreement is not intended to, and does not, increase or multiply the rights or obligation of the Parties. Such
rights and obligations shall be as specified in the English version only. In the event of any inconsistency or difference in understanding, meaning or interpretation between the English and Bahasa Indonesia language versions, the English language
version shall prevail and the Indonesian language version shall be deemed to be automatically amended to conform with and be consistent with the English language version. 


 

	3.	Furthermore, each Party agrees it will not cite or invoke any law, including Law No. 24 of 2009, or any regulation issued thereto, or claim that the fact that this
Agreement was executed in the English language only to (i) defend its non-performance or breach of its obligations under this Agreement or (ii) allege that this Agreement is against public policy or otherwise does not constitute its legal,
valid and binding obligation, enforceable against it in accordance with its terms.