Back to announcement
20260426_SAME_Laporan Informasi dan Fakta Material_32073844_lamp3.pdf
Other Text extracted SAMESource file signed link, expires in 15 minutes
Extracted text 12
Page 1
Unofficial Translation
DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT SARANA MEDITAMA METROPOLITAN TBK (“COMPANY”)
IN ACCORDANCE WITH THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
(“PMTHMETD”) IN COMPLIANCE WITH FINANSIAL SERVICES AUTHORITY REGULATION NUMBER
14/POJK.04/2019 ON THE AMENDMENT OF THE OJK REGULATION NUMBER 32/POJK.04/2015
ON THE CAPITAL INCREASE OF A PUBLICLY LISTED COMPANY BY GIVING PRE-EMPTIVE RIGHTS
(“POJK NO. 14/2019”)
The information contained in this Disclosure of Information is material and should be read and duly
considered by the Company’s shareholders for the prupose of making an informed decision in respect
of PMTHMETD transaction.
As of the date on which this Information Disclosure is published, the Company has not received any
information of objections from any parties, and the Company is of the view that there are no
requirements, terms, conditions, or restrictions contained in any agreement that would prejudice the
rights of the public shareholders in connection with the proposed PMTHMETD.
PT SARANA MEDITAMA METROPOLITAN Tbk
Domiciled in East Jakarta
Business activities:
Human Health Activities by carrying out Main Business Activities (Private Hospital Activities, Practice
Activities of General Practitioner, Specialist Doctors, and Dentists, as well as Medical Evacuation
Activities) and other activities to support the Main Business Activities.
Headquarters:
Jl. Pulomas Barat VI No. 20, Kayu Putih, Pulo Gadung,
East Jakarta 13210, Indonesia.
Telp. 150 789
Website: www.emc.id
Email: corsec@emc.id
This information is announced on the Company’s website and Indonesia Stock Exchange (“IDX”)
website in connection with the Company’s plan to implement the Capital Increase without Pre-
emptive Rights (PMTHMETD), which requires approval from the shareholders that to be requested
through the Extraordinary General Meeting of Shareholders to be held on Tuesday, 9 June 2026
(“EGMS”), in which the EGMS Announcement has been made through the the Company’s website, IDX
website, and KSEI website on 26 April 2026 (“GMS Announcement”).
The Board of Directors and Board of Commissioners of the Company hereby declare that they are
fully responsible for the accuracy of the information contained in this Disclosure of Information that
was drafted after exercising a reasonable examination, and also confirm that the material information
related to the Proposed Transaction contained in this Disclosure of Information is true and there are
no other material facts that are not disclosed or omitted which may result in the information in this
Disclosure of Information being untrue and/or misleading.
This Disclosure of Information is published on 26 April 2026
Page 2
Unofficial Translation
DEFINITION
“BAE” : Security Administration Bureau, in which party that carries out the
administration of the Company’s shares appointed by the Company, PT
Bima Registra, with domicile in Jakarta.
“IDX” : Stands for Indonesia Stock Exchange, a Limited Liability Company
incorporated under the laws of the Republic of Indonesia as well as
domicile in Jakarta, and which this Company’s shares are listed at.
“Shareholder : A list containing the names of the shareholders in the Company as
Register” stipulated under the Company Law.
“Trading Days” : The day when IDX or the substituting legal body organize stock exchange
activities pursuant to the applicable laws and regulations and other
provisions applied by stock exchange in question and when the banks
process the clearance.
“Calendar Days” : Any day in 1 (one) year according to Gregorian calendar system without
any exception, including Sundays and national holidays as decided at any
time by the Government of Republic of Indonesia and normal working
days, which due to certain conditions have been set by the Government of
Indonesia as not normal working days.
“Working Days” : The days of Monday through Friday, except national holidays or other
holidays as decided by the Government of Republic of Indonesia.
“KSEI” : Stands for PT Kustodian Sentral Efek Indonesia, having domicile in Jakarta
in the capacity of Securities Depository and Settlement Institute as
stipulated under UUPM.
“MOL” : Stands for The Minister of Law of the Republic of Indonesia.
“Financial Services : An independent institute as referred to in Law No. 21 of 2011 concerning
Authority” or “OJK” Financial Services Authority (”OJK Law”) with duties and responsibilities
inclusive of regulating and overseeing financial service activities in
banking sector, capital market, insurance, pension fund, financing
institutes and other finance institutes, which as from 31 December 2012,
OJK has been assigned as institute to replace and as such receive the rights
and obligations necessary to perform the regulatory and supervisory
functions of Bapepam and/or Bapepam and LK pursuant to provisions of
Article 55 of OJK Law.
“Shareholders” : The parties that shall reserve the right to reap benefits from Company’s
shares kept and administered in security accounts of KSEI, registered in
Company’s Shareholder Register administered by Security Administration
Bureau namely PT Bima Registra.
“Independent : Shareholders who do not have a personal economic interest in relation to
Shareholders” the PMTHMETD, and:
2
Page 3
Unofficial Translation
a. they are not a member of the Board of Directors, member of the Board
of Commissioners, major shareholder, and controlling the
shareholder of the Company; or
b. they are not an affiliate of the members of the Board of Directors,
members of the Board of Commissioners, major shareholders, and the
controlling shareholder of the Company.
“Rule No. I-A” : Decision of the IDX Board of Directors Number: : Kep-00045/BEI/03 2026
dated 31 March 2026 concerning Amendment to Regulation Number I-A
concerning the Listing of Shares and Equity Securities Other than Shares
Issued by the Listed Company which replaces the Decree of the IDX Board
of Directors Number: Kep-00101/BEI/12-2021 dated 21 December 2021
and its attachments.
“POJK No. 14/2019” : OJK Regulation No. 14/POJK.04/2019 dated 30 April 2019 concerning
Amendment to the Financial Services Authority Regulation No.
32/POJK.04/2015 concerning Capital Increases in Public Companies With
Pre-Emptive Rights.
“POJK No. 15/2020” : OJK Regulation No. 15/POJK.04/2020 dated 21 April 2020 concerning the
Plan and Implementation of General Meeting of Shareholders of Public
Companies.
“EGMS” Extraordinary General Meeting of Shareholders of the Company to be held
on Tuesday, 09 June 2026.
“Shares” : All shares that have been issued and fully paid in the Company on the date
of this Disclosure of Information is published.
“New Shares” : A maximum of 1,682,133,989 (One billion six hundred eighty two million
one hundred thirty three thousand nine hundred eighty nine) new shares
to be issued from the Company’s treasury (portefeuille), with a par value
of Rp20 per share, or up to 9.8% (nine point eight percent) of the
Company’s issued and paid-up capital.
“Capital Market : Law No. 8 of 1995 dated 10 November 1995 concerning the Capital
Law” Market, based on the State Gazette of the Republic of Indonesia No. 64 of
1995, Supplement No. 3608.
“Company Law” : Law No. 40 of 2007 dated 16 August 2007 concerning Limited Liability
Companies, based on the State Gazette of the Republic of Indonesia No.
106 of 2007, Supplement No. 4746.
INTRODUCTION
The Company is implementing a strategy that focuses on three main priorities, namely strengthening
organic growth, enhancing the quality of technology-based services, and developing the capabilities of
both medical and non‑medical human resources. The Company consistently continued its strategy of
investing in medical technology as a service differentiation. This step also reaffirms the Company’s
strategic direction to remain adaptive to advancements in medical technology and the evolving
dynamics of increasingly sophisticated healthcare service needs.
The Company targets sustained healthy growth from various investments that have been previously
realized. The Company believes that strengthening technology‑based services, upgrading facilities, and
3
Page 4
Unofficial Translation
enhancing the capabilities of medical personnel will serve as the main drivers of revenue growth and
profitability in the coming years.
Referring to the provisions of POJK No. 14/2019, we hereby that the Company plans to PMTHMETD in
order to obtain additional funds and to strengthen the Company’s working capital structure, in a
maximum amount of 1,682,133,989 (one billion six hundred eighty-two million one hundred thirty-
three thousand nine hundred eighty-nine) shares, or up to 9.8% (nine-point eight percent) of the total
issued and paid-up capital of the Company.
Based on the Company’s Articles of Association, which have been amended several times, most recently
pursuant to Deed No. 69 dated 27 March 2026, drawn up before Aulia Taufani, S.H., Notary in South
Jakarta, which has been notified to and accepted by the Minister of Law of the Republic of Indonesia
(“MoL”) through the Letter of Receipt of Notification of Amendment to the Articles of Association No.
AHU-AH.01.03-0093588 dated 31 March 2026, the total issued and paid-up capital of the Company
amounts to 17,164,632,545 (seventeen billion one hundred sixty-four million six hundred thirty two
thousand five hundred fortyfive) shares (“Deed No. 69/2026”).
The shares to be issued by the Company are registered shares with a par value equal to the par value of
the existing shares of the Company, namely Rp20,- (twenty Rupiah) per share. The issuance of the
Company’s shares through the PMTHMETD will be carried out in compliance with the applicable
requirements and exercise price in accordance with the prevailing laws and regulations in the capital
market.
This PMTHMETD plan requires prior approval from the Company’s Independent Shareholders through
the Extraordinary General Meeting of Shareholders (EGMS), which will be held on Tuesday, 9 June 2026
at Studio SCTV, 8th Floor, SCTV Tower, Senayan City, Jl. Asia Afrika Lot 19, Central Jakarta, 10270,
Indonesia.
The Company plans to implement a Management and Employee Stock Ownership Program (“MESOP
Program”). Information relating to the MESOP Program is disclosed separately from this Information
Disclosure.
As of the date of this Information Disclosure, the Company is not involved in any material litigation or
dispute, whether in court or outside court, which may adversely affect the business continuity of the
Company and/or its Subsidiaries as well as the implementation of the PMTHMETD plan.
There are no regulatory requirements to be fulfilled other than those under OJK regulations, and there
are no approvals from the Government or any other authority or institution that need to be obtained by
the Company in connection with the implementation of the PMTHMETD plan as disclosed in this
Information Disclosure.
INFORMATION REGARDING THE PROPOSED PMTHMETD
1. Background, Reasons, and Objectives
In order to provide added value to all of the Company’s stakeholders and to carry out the business
activities of the Company and its subsidiaries, the Company continuously strives to anticipate all
existing and future business opportunities and prospects. The Board of Directors of the Company is
of the view that the Company needs to strengthen its capital structure to support the development
of its business activities.
In connection therewith, the Company plans to implement PMTHMETD under the terms and
conditions as disclosed in this Information Disclosure, subject to obtaining approval from the
Company’s EGMS. Through the PMTHMETD, the Company is expected to obtain an alternative
source of funding for the purpose of carrying out and developing its business activities.
4
Page 5
Unofficial Translation
2. Benefits of the Implementation of the PMTHMETD
Referring to the aforementioned background, reasons, and objectives, the Board of Directors of the
Company concludes that the PMTHMETD as disclosed in this Information Disclosure will provide
the following benefits:
a. The Company will obtain additional funds for working capital purposes as well as investment
capital to develop the Company’s business activities;
b. The Company’s capital and financial structure will improve positively;
c. The number of the Company’s outstanding shares will increase, which is expected to enhance
the liquidity of the Company’s share trading; and
d. The Company may attract strategic investors who are interested in investing in the Company
and who may provide added value to the Company’s performance.
3. Issuance of New Shares
In connection with the capital increase as disclosed in this Information Disclosure, the Company
intends to issue up to 1,682,133,989 (one billion six hundred eighty two million one hundred thirty
three thousand nine hundred eighty nine) new shares or up to 9.8% (nine point eight percent) of
the total issued and paid-up capital of the Company. Taking into account the provisions of POJK No.
14/2019, the amendment to the Articles of Association stating the number of shares of the Company
that have been issued and paid up at the time of the GMS announcement is the amendment pursuant
to Deed No. 69 dated 27 March 2026, executed before Aulia Taufani, S.H., Notary in Jakarta, which
has been notified to and accepted by the MOL through the Letter of Receipt of Notification of
Amendment to the Articles of Association No. AHU-AH.01.03-0093588 dated 31 March 2026.
In implementing the PMTHMETD, the Company refers to the provisions of laws and regulations in
the capital market sector, in particular POJK No. 14/2019, and the exercise price of the PMTHMETD
shares will be determined at a later date in accordance with the provisions of Regulation No. I-A.
The Company is currently in the process of identifying prospective external investors who will
participate in the PMTHMETD. In this process, the Company plans to select prospective external
investors who do not have any Affiliated relationship with the Company.
The implementation of this PMTHMETD does not have the potential to result in a change of control
of the Company, as the planned PMTHMETD is limited to a maximum of 9.8% (nine point eight
percent) of the Company’s issued and paid-up capital and therefore does not have the potential to
result in a change of control of the Company.
4. Implementation Period
The PMTHMETD plan will be carried out after it has been approved by the Company’s EGMS on 9
June 2026 and will not exceed a period of 2 (two) years as of the date the Company holds the EGMS
approving the plan to implement the PMTHMETD. The Company will implement the PMTHMETD
plan in accordance with its articles of association and applicable laws and regulations, including
POJK No. 14/2019 and Regulation No. I‑A.
The Company will announce to the public and notify the OJK regarding the implementation of the
PMTHMETD at the latest 5 (five) working days prior to the implementation of the PMTHMETD. The
announcement shall, at a minimum, be made through:
a. the IDX website; and
b. the Company’s website.
The Company will announce to the public and notify the OJK of the results of the implementation of
the PMTHMETD, which shall include the following information:
a. the parties making the subscription payment;
b. the number and price of shares issued;
c. the plan for the use of proceeds; and/or
d. any other relevant information,
no later than 2 (two) working days after the implementation of the PMTHMETD.
The announcement shall, at a minimum, be made through:
a. the IDX website; and
b. the Company’s website.
5
Page 6
Unofficial Translation
5. Plan for the Use of Proceeds
Subject to the applicable laws and regulations, the Company intends to use the proceeds received
from the implementation of the PMTHMETD (after deduction of all commissions, fees, costs, and
other expenses related to the PMTHMETD) to strengthen its working capital structure and to
support the development of the Company’s business activities.
In order to comply with POJK No. 14/2019, the capital increase carried out by the Company without
granting pre-emptive rights will be implemented in an amount not exceeding 9.8 % (nine point eight
percent) of the total issued and paid-up capital of the Company, or not more than 1,682,133,989
(one billion six hundred eighty two million one hundred thirty three thousand nine hundred eighty
nine) new shares.
Based on the Audited Consolidated Financial Statements of the Company and its Subsidiaries as of
31 December 2025, issued by KAP Purwanto Susanti and Surja under Registration No.
00259/2.1505/AU.1/10/1562-3/1/III/2026 dated 24 March 2026, the Company’s total equity as
of 31 December 2025 amounted to Rp4,165,747,731,321 (four trillion one hundred sixty five billion
seven hundred forty-seven million seven hundred thirty one thousand three hundred twenty one
Rupiah). Accordingly, the planned use of proceeds from the PMTHMETD does not exceed 20%
(twenty percent) of the Company’s equity and therefore does not meet the threshold for a
transaction categorized as a Material Transaction as stipulated under POJK No. 17/2020.
Furthermore, in connection with this PMTHMETD, the Company does not have any plan to carry out
Affiliated Transactions and/or Conflict of Interest Transactions as defined under POJK No. 42/2020
therefore, the planned use of proceeds from the PMTHMETD does not qualify as an Affiliated
Transaction and/or a Conflict of Interest Transaction, and the Company is not subject to the
provisions of POJK No. 42/2020 in the use of such proceeds.
The implementation of this PMTHMETD does not have the potential to result in a change of control
of the Company, as the planned PMTHMETD is limited to a maximum of 9.8% (nine point eight
percent) of the Company’s issued and paid-up capital and therefore does not have the potential to
result in a change of control of the Company.
In addition, pursuant to Regulation No. I-A, Appendix II, Provision V.1, additional shares issued
through the PMTHMETD but not included in a Share Ownership Program may be listed on the IDX
provided that the exercise price of such additional shares is at least 90% (ninety percent) of the
average closing price of the Company’s shares over a period of 25 (twenty five) consecutive Trading
Days on the regular market prior to the date of the application for listing the additional shares
resulting from the PMTHMETD.
6. Capital Structure
The Company’s capital structure prior to the PMTHMETD and the pro forma capital structure of the
Company after the PMTHMETD, assuming that the Company’s plan to implement the MESOP
Program has been approved by the Independent Shareholders through an Extraordinary General
Meeting of Shareholders (EGMS), the details are as follows:
Before Issuance of After Issuance of
PMTHMETD Shares PMTHMETD Shares
Nominal Share Value / Nominal Share Value /
DESCRIPTION IDR20,- IDR20,-
Nominal Value Nominal Value
Shares % Shares %
(IDR) (IDR)
Authorized Capital 25,000,000,000 500,000,000,000 - 25,000,000,000 500,000,000,000 -
Issued and Paid-Up
Capital
The Shareholders:
1 PT Elang Mahkota 14,557,032,045 291,140,640,900 77.10
14,557,032,045 291,140,640,900 84.64
Teknologi Tbk
2 Public 2,607,600,500 52,152,010,000 15.16 2,607,600,500 52,152,010,000 13.81
3 MESOP Program 34,329,265 686,585,300 0.20 34,329,265 686,585,300 0.18
4 PMTHMETD - - - 1,682,133,989 33,642,679,780 8.91
6
Page 7
Unofficial Translation
Total Issued and 17,198,961,810 343,979,236,200 100 18,881,095,799 377,621,915,980 100
Paid-Up Capital
Total Portofolio 7,801,038,190 156,020,763,800 - 6,118,904,201 122,378,084,020 -
Shares
7. Summary of Key Financial Data
The following is a summary of the Company’s financial data based on the Consolidated Financial
Statements of the Company and its Subsidiaries as of 31 December 2025, audited by KAP Purwanto
Susanti and Surja (a member firm of Ernst & Young Global) under Report No.
00259/2.1505/AU.1/10/1562-3/1/III/2026 dated 24 March 2026, with an unmodified opinion
and additional emphasis of matter and other matter paragraphs.
Consolidated Statement of Financial Position
(in millions of Rupiah)
31 December
Description
2025 2024
Current Assets 506.795 491.219
Non-Current Assets 5.295.360 5.067.091
Total Assets 5.802.155 5.558.310
Current Liabilities 953.487 663.174
Non-Current Liabilities 682.920 756.886
Total Liabilities 1.636.407 1.420.060
Total Equity 4.165.748 4.138.250
Total Liabilities and Equity 5.802.155 5.558.310
Consolidated Statement of Profit or Loss and Other Comprehensive Income
(in millions of Rupiah)
Financial Year Ended
Description 31 December
2025 2024
Service Revenue – Net 1.861.972 1.706.381
Gross Profit 552.572 514.200
Profit Before Income Tax 59.295 38.169
Net Profit for the Year 37.465 20.605
Other Comprehensive Income 25.092 153.897
8. Summary of Key Financial Data
The PMTHMETD will have a positive impact on the Company by increasing Total Equity, Cash and
Cash Equivalents, as well as Total Assets.
The proforma consolidated financial information before and after the implementation of the
PMTHMETD has been prepared based on the following assumptions:
a. PMTHMETD has been approved at the Company’s EGMS;
b. the maximum number of new shares to be issued by the Company is 1,682,133,989 (one billion
six hundred eighty two million one hundred thirty three thousand nine hundred eighty nine)
shares;
c. the Company’s issued and paid-up capital prior to the implementation of the PMTHMETD
amounts to 17,164,632,545 (seventeen billion one hundred sixty-four million six hundred
thirty-two thousand five hundred forty five) shares;
d. the Company’s issued and paid-up capital after the implementation of the PMTHMETD will
increase to a maximum of 18,881,095,799 (eighteen billion eight hundred eighty one million
ninety five thousand seven hundred ninety nine) shares.
7
Page 8
Unofficial Translation
Based on the closing price of the Company’s shares over 25 Trading Days, from 13 March 2026 to
24 April 2026, the average share price of the Company was Rp342,- (three hundred forty two
Rupiah) per share. With an exercise price of at least 90% of the average closing price, the
PMTHMETD exercise price is assumed to be Rp308,- (three hundred eight Rupiah) per share.
Given that the number of shares to be issued in connection with the PMTHMETD amounts to
1,682,133,989 (one billion six hundred eighty two million one hundred thirty three thousand nine
hundred eighty nine) shares, the total proceeds to be received by the Company are to be
approximately Rp518,097,268,612 (five hundred eighteen billion ninety seven million two hundred
sixty eight thousand six hundred twelve Rupiah).
The proceeds will be used to strengthen the Company’s working capital structure. Accordingly, the
impact of the PMTHMETD on the Company’s financial position as disclosed in Section 7 on the
Summary of Key Financial Data above is as follows:
31 December 2025 Adjustment due to 31 December 2025
Description
(Before PMTHMETD) PMTHMETD (After PMTHMETD)
Current Assets 506.795 518.097 1.024.892
Non-Current Assets 5.295.360 5.295.360
Total Assets 5.802.155 6.322.243
Current Liabilities 953.487 953.487
Non-Current Liabilities 682.920 682.920
Total Liabilities 1.636.407 1.636.407
Total Equity 4.165.748 518.097 4.683.845
Total Liabilities and Equity 5.802.155 6.322.243
9. Risks and Impact
With the issuance of new shares in connection with the PMTHMETD, the Company’s shareholders
will experience a dilution of their share ownership proportionally to the number of new shares
issued, which is up to a maximum of 8.9% (eight point nine percent).
The dilution to be experienced by the existing shareholders is relatively small, and the exercise
price will be determined in accordance with the applicable laws and regulations in the capital
market; therefore, it is not expected to be detrimental to the existing shareholders. On the other
hand, the Company’s capital structure will become stronger, which in turn is expected to increase
value for the Company’s shareholders.
COMPANY OVERVIEW
1. Company History
The Company was established under the name PT Sarana Meditama Metropolitan, engaging in
engineering services, general trading, services, industry and handicrafts, agency, and investment
in buildings. Based on Deed No. 27 dated 13 November 1984, drawn up before Budiarti Karnadi,
S.H., Notary in Jakarta, which was approved by the Minister of Justice of the Republic of Indonesia
pursuant to Decree No. C2-933.HT.01.01.TH.85 dated 25 February 1985, the Company
subsequently listed its shares or went public on 11 January 2013. As a consequence of the
prevailing laws and regulations on limited liability companies and the capital market, the name PT
Sarana Meditama Metropolitan was changed to PT Sarana Meditama Metropolitan Tbk. The
Company is domiciled in East Jakarta, with its office located at Jalan Pulomas Barat VI No. 20, RT
009, RW 06, Kayu Putih Sub-district, Pulogadung District, Administrative City of East Jakarta,
Special Capital Region of Jakarta.
The shareholders of the Company have approved amendments to the entire Articles of Association,
among others, to comply with POJK No. 15/2020, as stipulated in Deed No. 33 dated 10 May 2021,
8
Page 9
Unofficial Translation
drawn up before Aulia Taufani, S.H., Notary in South Jakarta, which has been notified to and
accepted by the Minister of Law and Human Rights through the Letter of Receipt of Notification of
Amendment to the Articles of Association No. AHU-AH.01.03-0304276 dated 11 May 2021.
The Company’s Articles of Association have been amended several times, most recently pursuant
to Deed No. 69 dated 27 March 2026, drawn up before Aulia Taufani, S.H., Notary in Jakarta, which
has been notified to and accepted by the Minister of Law through the Letter of Receipt of
Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0093588 dated 31
March 2026 (“Deed No. 69/2026”). The Company’s Articles of Association and all amendments
thereto up to Deed No. 69/2026 are hereinafter referred to as the “Articles of Association of the
Company”.
2. Business activities
In accordance with the Company’s purposes and objectives as set out in Article 3 of the Company’s
Articles of Association, the Company is currently engaged in the following business activities:
a. Private Hospital Activities;
b. General Practitioner Practice Activities;
c. Specialist Doctor Practice Activities;
d. Dentist Practice Activities; and
e. Special Transportation Activities for the Conveyance of Patients (Medical Evacuation).
3. Capital Structure and Shareholding
Based on the Company’s Shareholders Register as of 31 March 2026, the Company’s capital
structure and share ownership are as follows:
Nominal Value per Share
IDR20,-
Description
Number of
Number of Shares Nominal Value (IDR)
Shares
Authorized Capital 25,000,000,000 500,000,000,000
Issued and Paid-up Capital -
Shareholders:
1. PT Elang Mahkota Teknologi Tbk 14,557,032,045 291,140,640,900 84,81%
2. Public 2,607,600,500 52,152,010,000 15,19%
Total Issued and Paid-up Capital 17,164,632,545 343,292,650,900 100,00%
Total Portopel Shares 7,835,367,455 156,707,349,100 -
The controlling shareholder of the Company as referred to in Article 1 point 4 of POJK No.
9/POJK.04/2018 is PT Elang Mahkota Teknologi Tbk, holding 14,557,032,045 shares or 84.81%.
4. Management and Supervisory Board
Based on Deed No. 21 dated 18 June 2025, drawn up before Aulia Taufani, S.H., Notary in South
Jakarta, which has been notified to and accepted by the Minister of Law through the Letter of
Receipt of Notification of Amendment to Company Data No. AHU-AH.01.09-0303802 dated 26 June
2025, the composition of the Company’s Board of Commissioners and Board of Directors is as
follows:
Board of Commissioners
President Commissioner and : Robert Pakpahan
Independent Commissioner
Independent Commissioner : Unggung Cahyono
Independent Commissioner : Heru Kristiyana
Commissioner : Alexander Tedja
Board of Directors
President Director : Jusup Halimi
Vice President Director : Juniwati Gunawan
9
Page 10
Unofficial Translation
Director : Meta Dewi Thedja
Director : drg. Nailufar, MARS
Director : Kusmiati
Director : Armen Antonius Djan
On the date of this Disclosure of Information, the Company, its members of the Board of Directors and
Board of Commissioners are not in any material litigation or disputes, whether in court or out of court,
that may adversely affect the continuity of the Company’s and/or its Controlled Companies’ business
operations and their implementation.
STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The information set out in this Information Disclosure has been approved by the Company’s Board of
Commissioners and Board of Directors, who are responsible for the accuracy of such information. The
Board of Commissioners and Board of Directors of the Company declare that all material information
and opinions disclosed in this Information Disclosure are true and accountable, and that there is no
other undisclosed information that may cause the information herein to be inaccurate or misleading.
The Board of Commissioners and Board of Directors of the Company have reviewed the PMTHMETD,
including assessing the risks and benefits for the Company and all shareholders, and believe that the
PMTHMETD represents the best option for the Company and all shareholders. Accordingly, based on
their belief and conviction that the PMTHMETD is the best option to achieve the aforementioned
benefits, the Board of Directors and Board of Commissioners of the Company recommend that the
shareholders approve the PMTHMETD as described in this Information Disclosure.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the prevailing laws and regulations, the PMTHMETD will be submitted for approval
at the Company’s Extraordinary General Meeting of Shareholders (EGMS), which will be held both
physically and electronically through the eASY.KSEI system on:
Day & Date : Tuesday, 9 June 2026
Time : 14:00 WIB – until end
Venue : Studio SCTV, 8th Floor, SCTV Tower – Senayan City
Jl. Asia Afrika Lot 19, Central Jakarta, 10270, Indonesia
The agenda :
1. Approval of the establishment of a Management and Employee Stock Ownership Program
(“MESOP Program”) of up to 34,329,265 shares or 0.2% of the Company’s issued and paid-up
capital.
2. Approval of the Company’s plan to conduct a Capital Increase without Pre-emptive Rights of up
to 1,682,133,989 shares or 9.8% of the Company’s issued and paid-up capital (“PMTHMETD”)
and approval of the amendment to Article 4 of the Company’s Articles of Association in
connection with the implementation of the PMTHMETD.
3. Approval to pledge a substantial portion or all of the Company’s and/or its subsidiaries’ assets,
including but not limited to the provision of corporate guarantees by the Company and/or its
subsidiaries to banks and/or other financial institutions in connection with financing
arrangements, as required under Article 102 of the Company Law.
The announcement and notice of the EGMS were published on (i) the eASY.KSEI website, (ii) the IDX
website, and (iii) the Company’s website on 26 April 2026 and 11 May 2026.
This Information Disclosure has been announced through (i) the eASY.KSEI website, (ii) the IDX website,
and (iii) the Company’s website on 26 April 2026.
In accordance with the agenda of the Extraordinary General Meeting of Shareholders (EGMS), the
quorum provisions are as follows:
10
Page 11
Unofficial Translation
Quorum for the First and Second Agenda
Referring to Article 8A paragraphs (2) and (3) of POJK No. 14/2019, the quorum requirements for
attendance and approval of the MESOP Program and PMTHMETD are as follows:
1. The GMS may be convened if attended by more than 1/2 (half) of the total shares with valid
voting rights held by independent shareholders and shareholders who are not affiliated with
the public company, members of the Board of Directors, members of the Board of
Commissioners, major shareholders, or controlling shareholders.
2. Resolutions of the GMS as referred to in point 1 shall be valid if approved by more than 1/2
(half) of the total shares with valid voting rights held by independent shareholders and non-
affiliated shareholders.
3. If the quorum for the first GMS is not met, a second GMS may be convened if attended by more
than 1/2 (half) of the total shares with valid voting rights held by independent shareholders
and shareholders who are not affiliated with the public company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders, or controlling
shareholders.
4. Resolutions of the second GMS shall be valid if approved by more than 1/2 (half) of the total
shares with valid voting rights held by independent shareholders and shareholders who are not
affiliated with the public company, members of the Board of Directors, members of the Board
of Commissioners, major shareholders, or controlling shareholders.
5. In the event that the attendance quorum for the second GMS is not achieved, a third GMS may
be convened, provided that such third GMS shall be valid and authorized to adopt resolutions if
attended by independent shareholders and shareholders who are not affiliated with the public
company, members of the Board of Directors, members of the Board of Commissioners, major
shareholders, or controlling shareholders, representing shares with valid voting rights, within
the attendance quorum determined by the Financial Services Authority (OJK) upon the request
of the public company.
6. Resolutions of the third GMS shall be valid if approved by independent shareholders and
shareholders who are not affiliated with the public company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders, or controlling
shareholders representing more than 50% (fifty percent) of the shares held by such
shareholders present at the GMS.
7. The convening of the GMS must comply with POJK No. 15/2020, POJK No. 14/2025, and the
Company’s Articles of Association, unless otherwise stipulated by OJK regulations.
Quorum for the Third Agenda
1. The GMS may be convened if attended by shareholders representing at least 3/4 (three fourths)
of the total shares with valid voting rights. Resolutions are valid if approved by more than 3/4
(three fourths) of the shares present.
2. If the quorum is not met, a second GMS may be held if attended by shareholders representing
at least 2/3 (two thirds) of the total shares with valid voting rights. Resolutions are valid if
approved by more than 3/4 (three fourths) of the shares present at the second GMS.
3. If the quorum for the second GMS is not met, a third GMS may be held, which shall be valid and
authorized to adopt resolutions if attended by shareholders representing shares with valid
voting rights and in accordance with the quorum requirements determined by the Financial
Services Authority (OJK) upon the Company’s request.
11
Page 12
Unofficial Translation
ADDITIONAL INFORMATION
This Information Disclosure is prepared in English and Bahasa Indonesia. In the event there is a different
interpretation between the English and Bahasa Indonesia version, the relevant information in Bahasa
Indonesia shall prevail and the relevant information in English shall be amended and interpreted in
accordance with the Bahasa Indonesia version.
Shareholders of the Company who require further information in connection with this Information
Disclosure regarding the matters set out above may contact the Company during working days and
hours at the following address:
Corporate Secretary
PT Sarana Meditama Metropolitan Tbk (SAME)
Headquarters:
Jl. Pulomas Barat VI No. 20
Kayu Putih, Pulo Gadung,
Jakarta Timur 13210
Indonesia
Telp. 150 789
Email: corsec@emc.id
12
Names mentioned 24 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Indonesia Stock Exchange
p.1 ×2
unresolved
org
PT Bima Registra
p.2 ×2
unresolved
org
Government of Republic of Indonesia
p.2 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
Minister of Law
p.2 ×4
unresolved
org
Financial Services Authority
p.2 ×4
unresolved
org
Bapepam
p.2 ×4
unresolved
person
Aulia Taufani
· Notaris
p.4 ×9
unresolved
org
Purwanto Susanti
p.6 ×2
unresolved
person
Budiarti Karnadi
· Notaris
p.8
unresolved
org
Minister of Justice
p.8
unresolved
org
Minister of Law and Human Rights
p.9
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.