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20260406_WINS_Laporan Informasi dan Fakta Material_32067777_lamp1.pdf
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INFORMATION DISCLOSURE
In connection with the Company’s Plan for Share Buyback
and Transfer of Buyback Shares
In Compliance with the Regulation of the Financial Services Authority (OJK) No. 29 of 2023 concerning
the Buyback of Shares Issued by Public Companies (“POJK 29/2023”)
PT Wintermar Offshore Marine Tbk
(“Company”)
Business Activities:
Domestic Shipping and its Supporting Activities
focusing on vessels supporting offshore activities
for the oil and gas industry
Based in Jakarta, Indonesia
Office:
Jl. Kebayoran Lama No. 155, Jakarta Barat - Indonesia
Telp. No. 62-21-5305201/2 Fax. No. 62-21-5305203
www.wintermar.com
investor_relations@wintermar.com
INFORMATION TO SHAREHOLDERS
The Company plans to conduct Company’s Share Buyback (“Buyback”) of its issued and listed
shares on the Indonesia Stock Exchange (“IDX”) and transfer of buyback shares resulting from
Buyback Period 4 June 2025 until 30 March 2026 in accordance with the POJK 29/2023 concerning the
Buyback of Shares Issued by Public Companies, which Estimated Buyback Value including Buyback-
related costs (brokerage commissions and other fees) shall be a maximum of USD 3,529,000 (three
million five hundred twenty nine thousand United States Dollars). The Buyback will be carried out
through the Stock Exchange, whether in phases or in full, and is to be completed no later than 12
(twelve) months following the date of the General Meeting of Shareholders (“GMS”) approving the
Buyback. The Implementation of the Buyback shall be conducted based on the discretion of the Board
of Directors and in accordance with the prevailing laws and regulations.
This Information Disclosure is issued in Jakarta on 6 April 2026
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INTRODUCTION
The Company will convene its Annual General Meeting of Shareholders on Wednesday, 13 May 2026,
during which one of the agenda items shall be to obtain approval from the Company’s shareholders in
relation to the plan of Share Buyback (“Buyback”) and transfer of buyback shares in accordance with
the provisions of OJK Regulation No. 29/2023 and other relevant laws and regulations.
This Information Disclosure is made in the interest of the Company’s shareholders to provide clear
information regarding the proposed Buyback and the transfer of buyback shares.
ESTIMATED SCHEDULE FOR THE IMPLEMENTATION OF SHARE BUYBACK
1 Notification to the Financial Services Authority (OJK) and the
Indonesia Stock Exchange Regarding the Buyback Plan and 6 April 2026
Announcement of Information Disclosure
2 Estimated Date of GMS 13 May 2026
3 Estimated Buyback Period 14 May 2026 s/d 13
May 2027 or for a
maximum period of 12
(twelve) months after
the date of the GMS
EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE SHARE BUYBACK
The Company is resuming the implementation of a Buyback program as part of its ongoing strategy to
enhance shareholder value and to provide a positive signal to the market. This policy is a continuation
of the Buyback program that was carried out during the previous one-year period.
The Management is confident of the Company’s financial and business prospects. However, the
current global uncertainty is affecting market sentiment and contribute to increased volatility in share
prices uncorrelated to the Company’s fundamentals. This Buyback program will provide the Company
with a means to support share price stability should there be periods of excessive market fluctuations.
Buying back shares will also improve financial ratios such as earnings per share (EPS), as the number
of outstanding shares decreases, as well as increase the Return on Equity.
The Objectives of the Company’s Share Buyback are as follows:
1. To provide the Company with the opportunity and flexibility to conduct Buyback at any time,
based on market conditions, within a period of 12 (twelve) months from the approval of the
General Meeting of Shareholders (GMS), starting from 14 May 2026 until 13 May 2027. The
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Buyback transactions shall only be carried out if such actions are deemed beneficial to the
Company and its shareholders. The Company shall not proceed with the Buyback transactions
if they would materially adversely affect the Company’s liquidity and capital and/or its status as
a publicly listed company.
2. The Buyback may provide flexibility in achieving an efficient capital structure and enable the
Company to reduce its overall cost of capital, thereby increasing Earnings Per Share (“EPS”) and
Return on Equity (“ROE”).
3. To grant the Company greater flexibility in managing its long-term capital. Insofar as there is
excess capital and surplus funds beyond operational requirements, taking into account the
Company's development and expansion plans. The implementation of the Company’s Buyback
transactions will allow for efficient and appropriate management of excess free cash flow.
ESTIMATED COST OF SHARE BUYBACK AND ESTIMATED TOTAL NOMINAL VALUE
OF ALL SHARES TO BE REPURCHASED
The estimated Buyback Value including Buyback-related costs (brokerage commissions and other
fees) is up to USD 3,529,000 (three million five hundred twenty nine thousand United States Dollars)
(“Estimated Buyback Value”), which allocated funds value shall be sourced from the Company’s
Operational Cash Flow as of 31 December 2025, amounting to USD 43,676,761 (forty three million six
hundred seventy six thousand seven hundred sixty one United States Dollars), as stated in the
Company’s Consolidated Financial Statements for the financial year ended 31 December 2025 which
have been audited by Public Accountant Tjun Tjun of the Public Accounting Firm Amir Abadi Jusuf,
Aryanti, Mawar & Partners with Report No. 00247/2.1030/AU.1/05/1115-4/1/III/2026 dated 16 March
2026. The estimated number of shares to be Buyback is up to 100,000,000 (one hundred million)
shares, with an estimated Total Nominal Value of Buyback Shares up to Rp 10,000,000,000 (ten billion
rupiah) or 2.24% (two-point two four percent) of the Company’s issued and paid-up capital. This
remains within the statutory limit of 10% of the issued and paid-up capital as referred to in Article 37
paragraph 1(b) of Law No. 40 of 2007 concerning Limited Liability Companies (“Company Law”).
Taking into account the shares bought back, the Company’s free float shares which are currently in
excess of 35% will still comply with the minimum required free float provided for in Article 14 of POJK
No. 29/2023.
SOURCE OF FUND, ESTIMATED REDUCTION IN THE COMPANY’S INCOME AS A RESULT OF THE
BUYBACK AND IMPACT ON THE COMPANY’S FINANCING COST
The Company will utilize its Operational Cash Flow to execute the Buyback transaction, therefore the
Company believes that this transaction will not affect the Company’s income, given that the
Company possesses adequate working capital and cash flow to finance this transaction while
continuing its business operations. Assuming the Company uses its Operational Cash Flow, its
assets and equity are estimated to decrease by up to the amount of the Estimated Buyback Value,
however, this Buyback transaction will not impact on the Company’s income. The Buyback will not
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result in the Company’s net assets falling below the total issued capital plus the statutory reserves
already set aside. Furthermore, the execution of the Buyback will not have any material negative
impact on the Company’s operating costs or business activities.
The Buyback will reduce the number of shares outstanding and is expected to increase earnings per
share, thereby generating benefits for shareholders. Shares that have been repurchased will also not
be entitled to dividends.
SHARE PRICE LIMITATION FOR BUYBACK
The Buyback will be carried out through the Stock Exchange via one (1) Stock Exchange member, at a
price deemed fair by the Company in accordance with POJK 29/2023, which the price shall be lower
than or equal to the most recent transaction price.
TIME LIMITATION FOR SHARE BUYBACK
The Share Buyback period (“Buyback Period”) shall last for a maximum period of 12 (twelve) months
following the approval of the Buyback plan by the GMS, which is from 14 May 2026 until 13 May 2027.
However, pursuant to Article 9 of OJK Regulation No. 29/2023, the Company may terminate the
Buyback Period early under the following conditions:
1. the target number of shares to be repurchased has been fully acquired or the amount set aside
has been fully utilised;
2. the 12-month period has elapsed; or
3. the Buyback is terminated prior to the expiration of the Buyback Period, if deemed necessary by
the Company’s management, where the Company shall inform the OJK of the reason for the
termination and make a public announcement within 2 (two) business days of the termination
decision.
METHOD TO BE USED FOR SHARE BUYBACK
1. The Buyback will be executed through the Stock Exchange via one (1) Stock Exchange member
during the Buyback Period.
2. The following parties:
a. Member of Board of Commissioners, member of Directors, Employees, and Major
Shareholders of the Company;
b. Individuals who, due to their position or profession or business relationship with the
Company, may gain access to insider information; or
c. Parties who have not held the positions listed in point a or b within the past 6 (six) months
are prohibited from transacting the Company’s shares at the same day as the Company is
carrying out the Buyback or sale of Buyback shares through the Stock Exchange.
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MANAGEMENT DISCUSSION AND ANALYSIS ON THE IMPACT OF THE SHARE BUYBACK ON
THE COMPANY’S BUSINESS ACTIVITIES AND FUTURE GROWTH
The Buyback is expected to help maintain share price stability in the future, as the current share price
does not reflect the Company’s fundamental condition and prospects. Through the Buyback, it is
hoped that the Company’s share price will demonstrate positive movement. The Company is
confident that this Buyback transaction will not have a material negative impact on its business
activities, considering that the Company has sufficient working capital and cash flow to finance the
Buyback while carrying out the Company’s business activities.
PROFORMA EARNINGS PER SHARE OF THE COMPANY AFTER THE PROPOSED SHARE
BUYBACK,
TAKING INTO ACCOUNT THE DECLINE IN REVENUE
Based on the Consolidated Financial Statements as of 31 December 2025, the following is the
Company’s Proforma Net Income, Earnings per Share (“EPS”), and Return on Equity (“ROE”), taking
into account the estimated total Buyback Value and the estimated Buyback Costs amounting to USD
3,529,000 (three million five hundred twenty nine thousand United States Dollars).
(in US Dollar)
31 December 2025
PRIOR BUYBACK IMPACT AFTER BUYBACK
PERIOD
Total Assets 279,834,433 3,529,000 276,305,433
Profit for the Year - 20,032,299 20,032,299
Attributable to Owners
of the Parent Entity
Equity 224,861,746 3,529,000 221,332,746
Total Outstanding 4,460,988,262 4,460,988,262
Shares (units)
Average Share Value 0.050 0.051
Basic Earnings Per 0.004 0.005
Share (EPS)
Return On Asset 7.16% 7.25%
Return On Equity (ROE) 8.91% 9.05%
Assumption:
− The share buyback is assumed to be conducted as of 31 December 2025, with Estimated
Buyback Value of USD 3,529,000
GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions of Article 38 paragraph (2) of Law No. 40 of 2007 concerning
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Limited Liability Company, in conjunction with Article 2 of POJK 29/2023, the proposed Share
Buyback will be submitted for approval at the Company’s Annual General Meeting of Shareholders
(“AnnualGMS”), which will be held on:
• Day/Date : Wednesday, 13 May 2026
• Time : 14:00 – until completion
• Venue : Company Office
Jl. Kebayoran Lama No. 155, West Jakarta 11560, Indonesia
The Agenda of the Annual GMS shall be as follows:
1. Approval of the Annual Report of the Company 2025, including the Report of Board of Directors
on Activities of the Company, Report of Implementation of Supervisory Duty of the Board of
Commissioners, and the Approval to Financial Report of the Company for the year ended on 31
December 2025.
2. Determination of the Allocation of the Company’s Net Profit for Financial Year 2025.
3. Approval of the Distribution of Share Dividends and Cash Dividends for Financial Year 2025.
4. Appointment of a Public Accountant to audit the Company’s Financial Statements for Financial
Year 2026.
5. Determination of the Remuneration for members of the Board of Commissioners and the Board
of Directors for Financial Year 2026.
6. Approval of the plan to transfer a portion of the Company’s buyback shares (treasury shares)
bought in period 4 June 2025 to 31 March 2026 through a Management and Employee Stock
Option Program (MESOP) VI 2026.
7. Approval of the Company’s Share Buyback for period 14 May 2026 to 13 May 2027.
8. Approval of the Reappointment of members of the Board of Commissioners and the Board of
Directors.
9. Granting of Authority and power to the Board of Directors to determine the procedures for and
to implement the payment of Stock and Cash Dividends for finansial year 2025 and to ratify the
actions of the Board of Directors in the implementation of interim dividend payments for
Financial Year 2025.
The GMS Announcement shall be made on the same date as this Information Disclosure, and the
GMS Invitation will be issued on 6 April 2026 through the websites of KSEI, IDX, and the Company.
Shareholders entitled to attend and vote at the GMS are those whose names are registered in the
Company’s Shareholder Register as of the close of trading on 20 April 2026 ("Recording Date").
All GMS agenda items, except for Agenda Item 6 regarding the Buyback, shall be conducted subject
to the following provisions: (i) quorum of attendance: Pursuant to Article 41.1.a, the GMS shall be
valid if attended by shareholders representing more than 1/2 (one-half) of the total shares with voting
rights; while (ii) quorum for resolution: pursuant to Article 41.1.c of OJK Regulation No. 15/2020,
resolutions shall be valid if approved by more than 1/2 (one-half) of the total shares with voting rights
present at the GMS.
For Agenda Item 6 of GMS, the quorum and decision-making process shall comply with the
provisions of Article 2 of OJK Regulation No. 29/2023 in conjunction with Article 38 paragraph 2 of
Law No. 40 of 2007 on Limited Liability Company, and Article 42 of OJK Regulation No.
15/POJK.04/2020 on the Planning and Organization of General Meetings of Shareholders of Public
Companies, as follows:
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1. The GMS may be held if attended by shareholders representing at least 2/3 (two-thirds) of the
total shares with valid voting rights.
2. Resolutions of the GMS as referred to in point 1 shall be valid if approved by more than 2/3 (two-
thirds) of the total shares with voting rights present at the meeting.
3. In the event that the quorum referred to in point 1 is not met, a second GMS may be held,
provided that it is valid and may adopt resolutions if attended by shareholders representing at
least 3/5 (three-fifths) of the total shares with valid voting rights.
4. Resolutions of the second GMS shall be valid if approved by more than 1/2 (one-half) of the total
shares with voting rights present at the meeting; and
5. If the quorum of attendance at the second GMS as referred to in point 3 is not met, a third GMS
may be held, provided that it shall be valid and entitled to adopt resolutions if attended by
shareholders holding shares with valid voting rights under the attendance and resolution
quorums as determined by the Financial Services Authority upon the Company’s request.
The following are important dates in relation to the Company’s General Meeting of Shareholders
(GMS):
ACTIVITY DATE
Notification of the GMS Plan and Agenda to the OJK Friday, 27 March 2026
Announcement of the GMS Plan to the OJK, IDX, and the public through Monday, 6 April 2026
the KSEI website, IDX website, and the Company’s website
Information Disclosure Regarding the Share Buyback Plan on the IDX Monday, 6 April 2026
website and the Company’s website
Submission of Web Advertisement of GMS Announcement to the OJK Tuesday, 7 April 2026
and IDX
Recording Date Monday, 20 April 2026
GMS Invitation through the KSEI website, IDX website, and the Thursday, 21 April
Company’s website 2026
Submission of Web Advertisement of GMS Invitation to the OJK and IDX Wednesday, 22 April
2026
Convening of the GMS Wednesday, 13 May
2026
Announcement of the Summary of GMS Resolutions through the KSEI Tuesday, 19 May 2026
website, IDX website, and the Company’s website
Submission of Web Advertisement of Announcement of GMS Summary Wednesday, 20 May
Results to the OJK and IDX 2026
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PLAN OF TRANSFER OF BUYBACK SHARES
1. Date of GMS Approval for Buyback and Transfer of Buyback Shares: 13 May 2026
2. Buyback Implementation Period
The implementation of the share buyback has been completed, having commenced on 4 June
2025 and concluded on 31 March 2026.
3. Realization of Share Buyback
53,283,500 (fifty-three million two hundred eighty-three thousand five hundred) shares.
4. Source of Buyback Shares to be Transferred
The shares to be transferred to the MESOP Program constitutes a portion of the total of number
of Buyback Shares that were repurchased by the Company during the buyback period from 4 June
2025 to 31 March 2026.
5. Number of Shares to be Transferred
A total of 15,000,000 (fifteen million) shares will be transferred to the MESOP Program
6. Purpose of the Transfer, Requirements, and Lock-Up Provisions
The Buyback Shares will be transferred to the MESOP Program, with the following details:
Board of Directors
Description MESOP Program
Share Ownership Program
Eligibility Criteria Management & employees who All members of Board of
meet certain criteria, including Directors who meet certain
permanent employees who are criteria and according to
considered high-performing Company’s performance.
employees and who contribute
added value, as determined by the
Board of Directors of the Company.
Lock-Up Period A lock-up period will be imposed in A share lock-up will be
Provisions accordance with the MESOP imposed in accordance with
Program, subject to prevailing laws the MESOP Program, subject
and regulations. to prevailing laws and
regulations.
7. Deadline for Transfer of Shares
The Company is required to transfer the Buyback Shares within a period of 3 (three) years after
the completion of the share buyback and such period may be extended in accordance with the
provisions of POJK No. 29/2023.
8. Planned Implementation Period
The period for the transfer of Buyback Shares to employees and/or members of the Board of
Directors under the MESOP Program shall be no later than 3 (three) years after the completion
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of the Buyback.
9. Exercise Price or Calculation Method
The exercise price will not be lower than the average price at which the Company acquired the
shares.
10. Amount or Payment Terms
The Company may impose a certain payment amount in accordance with the applicable
provisions of the Company.
11. Proforma Capital Structure Before and After the Implementation Period
After Exercise of MESOP
Prior Exercise of MESOP Program *)
Description Program *)
Number of Shares % Number of Shares %
Authorized Capital 14,220,000,000 14,220,000,000
Issued & fully paid-up
Capital
PT Wintermarjaya Lestari 1,517,207,252 34.010 1,517,207,252 34.010
Sugiman Layanto,
Managing Director 351,190,093 7.872 351,190,093 7.872
Johnson Williang Sutjipto 325,494,840 7.296 325,494,840 7.296
Manoj Pitamber 262,269,239 5.879 262,269,239 5.879
Pinky NK 246,405,469 5.524 246,405,469 5.524
Nely Layanto, Director 39,428,901 0.883 39,428,901 0.883
Janto Lili, Director 5,147,334 0.115 5,147,334 0.115
Muhamad Shanie
Mubarak, Director 3,065,217 0.067 3,065,217 0.067
Public (Below 5%) 1,657,496,417 37.160 1,657,496,417 37.160
Treasury Stock 53,283,500 1.194 38,283,500 0.858
MESOP Program 0 0.000 15,000,000 0.336
Total Issued & fully paid
up Capital 4,460,988,262 100.000 4,460,988,262 100.000
*) As of 6 April 2026, the date of this Information Disclosure issued
The number of shares, excluding Treasury Stock and shares allocated under the MESOP, may fluctuate in line
with transactions conducted on the Indonesia Stock Exchange.
ADDITIONAL INFORMATION
Treasury shares do not carry voting rights and are not counted in determining the quorum for the General
Meeting of Shareholders and are not entitled to receive dividends.
Referring to Article 43 of POJK No. 29/2023, the following parties:
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a. members of the Board of Commissioners, members of the Board of Directors, Employees, and
Controlling Shareholders of the Company;
b. individuals who, by virtue of their position, profession, or business relationship with the
Company, are able to obtain inside information; or
c. parties who within the last 6 (six) months have ceased to be parties as referred to in points (a)
or (b);
are prohibited from conducting transactions in the Company’s shares on the same day as the
Company’s conduct the Buyback or transfer of Buyback Shares through the Stock Exchange.
To obtain information in connection with the Buyback plan as described above, the shareholders of
the Company may contact the Company during its regular business days and hours, namely from
08:30 - 17:30 WIB, to the address listed below:
Corporate Secretary
PT Wintermar Offshore Marine Tbk
Jl. Kebayoran Lama No 155 Jakarta Barat - Indonesia
Telp. No. 62-21 530 5201
Fax. No. 62-21 530 5203
www.wintermar.com
investor_relations@wintermar.com
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Financial Services Authority
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Indonesia Stock Exchange
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Mawar & Partners
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PT Wintermarjaya Lestari
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