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20260406_WINS_Laporan Informasi dan Fakta Material_32067750_lamp1.pdf
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INFORMATION DISCLOSURE
In connection with the Company's plan to Distribute Share Dividends Derived from
the Capitalization of Retained Earnings for the 2025 Fiscal Year
In Compliance with the Regulation of the Financial Services Authority (OJK) No. 27 of 2020
concerning the Bonus Shares (“POJK 27/2020”)
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 intends to carry out the Bonus Share Distribution, which is a Share Dividend derived from the
capitalization of the Company’s Retained Earnings (“Share Dividend Distribution”), in accordance with
POJK 27/2020 regarding Bonus Shares (“POJK 27/2020”), which will be submitted for approval at the
Company’s General Meeting of Shareholders to be held on 13 May 2026, from 14:00 WIB until completion.
This Information Disclosure is issued in Jakarta on 6 April 2026
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INTRODUCTION
The Company will hold a General Meeting of Shareholders (“GMS”) on Wednesday, 13 May 2026, where
one of the agenda items will be to obtain approval from the GMS regarding the planned Share Dividend
Distribution derived from the capitalization of the Company’s Retained Earnings, which is included in
the Agenda Item for the Approval of Stock and Cash Dividends for the 2025 Fiscal Year in accordance
with the provisions of POJK 27/2020 and relevant regulations.
This Information Disclosure is made in the interest of the Company’s shareholders to provide clear
information regarding the proposed Share Dividend Distribution Plan, thereby enabling the
shareholders to make an informed decision regarding the Company’s plan of Share Dividend
Distribution.
COMPANY INFORMATION
PT Wintermar Offshore Marine Tbk (the “Company”) was established under the name PT Swakarya
Mulia Shipping pursuant to Deed No. 98 dated 18 December 1995, made before Notary Trisnawati
Mulia, S.H. The deed of establishment has obtained approval from the Minister of Justice of the
Republic of Indonesia by virtue of Decree No. C2-7680.HT.01.01.TH.96 dated 6 March 1996.
The Company’s Articles of Association have been amended several times, most recently amended by
Deed No. 03 dated 29 April 2025, made before Rahayu Ningsih, S.H., Notary in Jakarta, concerning the
increase of issued and fully paid-up capital. This amendment was accepted by the Minister of Law of
the Republic of Indonesia with Letter No. AHU-AH.01.09-0250367 and AHU-AH.01.03-0135901, both
dated 20 May 2025.
a. Business Activities of the Company
In accordance with Article 3 of the Company’s Articles of Association, the scope of the
Company’s business activities includes shipping operations. The Company commenced its
commercial operations in 1996. At present, the Company is engaged in the shipping industry
with a focus on offshore support vessels serving the oil and gas sector.
b. Capitalization and Shareholding Structure of the Company
Based on the Company’s Shareholder Register, the composition of the Company’s share
ownership as of 31 December 2025 is as follows:
DESCRIPTION TOTAL SHARE NOMINAL VALUE %
Rp. 100 Per Share
Authorised Capital 14,220,000,000 1,422,000,000,000 -
Issued and Paid-up Capital
1 PT Wintermarjaya Lestari 1,517,207,252 151,720,725,200 34,010
2 Johnson Williang Sutjipto 325,494,840 32,549,484,000 7.296
3 Manoj Pitamber Nanwani 262,269,239 26,226,923,900 5.879
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4 Pinky NK 246,405,469 24,640,546,900 5.524
5 Board of Commissioners and Directors of
the Company
a. Sugiman Layanto (Managing 351,190,093 35,119,009,300 7.872
Director) 39,428,901 3,942,890,100 0.883
b. Nely Layanto (Director) 5,174,334 514,733,340 0.115
c. Janto Lili (Director) 3,065,217 306,521,700 0.067
d. Muhamad Shanie Mubarak (Director) 1,657,496,417 165,749,641,700 37.160
6 Public (each holding below 5%) 53,283,500 5,328,350,000 1.194
7 Treasury Stock
Total of Issued and Paid-up Capital 4,460,988,262 446,098,826,200 100.000
Portfolio Stock -
c. Composition of Board of Commissioners and Directors of the Company
Pursuant to Deed No. 02 dated 03 June 2025 made before Notary Rahayu Ningsih, S.H, Notary
in Jakarta, the composition of Board of Commissioners and Directors of the Company as of date
of this Information Disclosure to the Shareholders shall be as follows:
Commissioners
President Commissioner : Jonathan Jochanan
(Independent Commissioner)
Independent Commissioner : Sim Idrus Munandar
Commissioner : John Stuart Anderson Slack
Directors
Managing Director : Sugiman Layanto
Director : Nely Layanto
Director : Janto Lili
Director : Muhamad Shanie Mubarak
Corporate Secretary : Nely Layanto
Audit Committee
Pursuant to Resolution of Board of Commissioners on 19 July 2021, Audit Commmitee has been
appointed with the following composition:
Chairman : Sim Idrus Munandar
Members : Antonius Karamoy
: Hanafiah Alam
d. Summary of the Company’s Audited Financial Statements
The Company’s annual Consolidated Financial Statements for the year ended on 31 December
2025 have been audited by Public Accountant Tjun Tjun, Reg. No. AP.1115, from the Public
Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, as stated in Audit Report No.
00247/2.1030/AU.1/05/1115-4/1/III/2026 dated 16 March 2026. The consolidated financial
statements were presented without modification, the consolidated financial position of PT
Wintermar Offshore Marine Tbk and its subsidiaries, as well as their consolidated financial
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performance and cash flows for the year then ended, in accordance with Indonesian Financial
Accounting Standards.
.
(in full US Dollar, unless otherwise stated)
Balance For the Year Ended 31 December 2025
(audited)
Asset
Current Asset 93,480,573
Non-current Assets 186,353,860
Total Assets 279,834,433
Liabilities and Equity
Current Liabilities 20,498,533
Non-current Liabilities 34,474,154
Total Liabilities 54,972,687
Equity 224,861,746
Total Liabilities and Equity 279,834,433
(in full US Dollar, unless otherwise stated)
Profit (Loss) For the Year Ended 31 December 2025
(audited)
Revenue 81,318,293
Direct Cost (48,598,545)
Gross Profit 32,719,748
Operating Expenses (9,431,152)
Other Income 5,846,253
Other Expenses (422,156)
Final Tax Expense (1,186,588)
Operating Profit 27,526,105
Profit for the Year 28,578,850
Total Comprehensive Income for the Year 28,500,807
Total Profit (Loss) for the Year Attributable to:
- Owners of the Parent Entities
- Non-controlling Interests 20,032,299
8,546,551
Total Comprehensive Profit (Loss) Attributable to:
- Owners of the Parent Entities
- Non-controlling Interests 19,948,629
8,552,178
Basic Earnings per Share (in USD cents) 0.452
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DETAILED EXPLANATION REGARDING THE SOURCE OF CAPITALIZATION
FOR SHARE DIVIDEND
As proposed for approval by the Shareholders at the General Meeting of Shareholders to be held on
13 May 2026, the Company plans to carry out a Share Dividend Distribution derived from the
Capitalization of the Company’s Retained Earnings which have not been appropriated as of 31
December 2025, amounting to USD 35,615,348 (thirty five million six hundred fifteen thousand three
hundred forty eight United States Dollars) equivalent to Rp 605,532,146,696 (six hundred five billion
five hundred thirty two million one hundred forty six thousand six hundred ninety six rupiah) based on
the JISDOR exchange rate as of 2 April 2026. Such Retained Earnings are as stated in the Company’s
Annual Consolidated Financial Statements for the period ended on 31 December 2025, which have
been audited by Public Accountant Tjun Tjun, Reg. No. AP.1115, from the Public Accounting Firm Amir
Abadi Jusuf, Aryanto, Mawar & Partners, under Report No. 00247/2.1030/AU.1/05/1115-4/1/III/2026
dated 16 March 2026.
The Company plans to distribute to its Shareholders: (1) Final Cash Dividend in the amount of Rp
8,815,409,524 (eight billion eight hundred fifteen million four hundred nine thousand five hundred
twenty four rupiah), equivalent to Rp 2 per share, and (2) a maximum of Rp 35,261,638,096 (thirty five
billion two hundred sixty-one million six hundred thirty-eight ninety-six rupiah) in the form of a Share
Dividend.
VALUE OF EACH SOURCE OF CAPITALIZATION FOR SHARE DIVIDEND
The Value of the Source of capitalization for the Share Dividend will be from the capitalization of the
Company’s Retained Earnings for the 2025 fiscal year that have not been appropriated, with the
amount as stated above.
RATIO OF SHARE DIVIDEND DISTRIBUTION DERIVED FROM RETAINED EARNINGS
The Company plans to distribute Share Dividends valued at up to Rp 35,261,638,096 (thirty-five billion
two hundred sixty-one million six hundred thirty-eight ninety-six rupiah) to shareholders.
The number of shares to be issued as Share Dividends will be calculated based on the closing share
price one day prior to the date of GMS , i.e., on 12 May 2026, and will be distributed to the shareholders
as of the Recording Date of 20 April 2026.
Using the share price as of 2 April 2026 of Rp 520 per share, the estimated number of shares will be
67,810,842 (sixty seven million eight hundred ten thousand eight hundred forty two) which is
approximately a ratio of 65:1, whereby each 65 existing shares will be entitled to receive 1 (one)
Dividend Share which constitutes a newly issued share with a nominal value of Rp 100 (one hundred
rupiah) per share. However, this estimated number of Dividend Shares is subject to change based on
the share price 1 (one) day prior to the GMS date on 12 May 2026. Any fractional shares resulting from
the distribution will be rounded down.
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Therefore, if the proposal for the Share Dividend distribution is approved at the GMS, each holder of
65 (sixty-five) existing shares as of the Recording Date will receive 1 (one) Dividend share, which
constitutes a new issued share with a nominal value of Rp 100 (one hundred rupiah) per share.
Fluctuations in the exchange rate or share price assumptions will not affect the Board of Directors'
proposal regarding the Share Dividend distribution to be submitted to the GMS.
Therefore, the basis of determining the number of shares distributed in this Share Dividend shall be
pursuant to Article 8 of POJK 27/2020.
BASIS FOR DETERMINING THE PRICE USED IN BONUS SHARE DISTRIBUTION
The basis for determining the price of Share Dividends derived from the capitalization of Retained
Earnings refers to the provisions of Article 8 of POJK 27/2020, whereby the number of shares to be
distributed as Bonus Shares, which constitute Share Dividends, shall be determined based on the
following:
1. in the event that the market price of the shares at the close of trading 1 (one) day prior to the
GMS is below the nominal value of the shares, the number of shares to be distributed shall be
determined based on the lowest value, namely the nominal value of the shares; or
2. in the event that the market price of the shares is equal to or higher than the nominal value, the
number of shares to be distributed shall be determined based on the market price of the shares
at the close of trading 1 (one) day prior to the GMS.
Accordingly, the number of Dividend Shares will be calculated based on the closing share price 1 (one)
day prior to the GMS date of 12 May 2026, to determine the number of Dividend shares that may be
distributed to the total number of shares issued and fully paid in the Company as of the Recording
Date on 20 April 2026.
EXPLANATION OF TAX TREATMENT OF STOCK BONUS CONSTITUTING SHARE DIVIDENDS,
BOTH ITS IMPACT ON SHAREHOLDERS AND ON THE COMPANY
Shareholders who are domestic taxpayers receiving Share Dividends will not be subject to Income Tax
in accordance with Law No. 6 of 2023 concerning Job Creation, Article 111 paragraph 2, for the entire
amount of Dividends distributed to the Shareholders. Each Shareholder is individually responsible for
the reporting and payment of taxes on the Dividends received, in accordance with the applicable
regulations.
Meanwhile, for Shareholders who are Foreign Taxpayers and wish to apply the tax withholding rate
under a Double Taxation Avoidance Agreement (DTA), they must comply with the requirements of
Article 8 of Regulation of Ministry of Finance of Republic Indonesia No. 112 of 2025 and submit a valid
Certificate of Residence (COR) to KSEI or the Share Registrar (BAE) using the DGT-1 and DGT-2 forms
as required under Regulation of Directorate General of Taxes No. 61/PJ/2009 dated 5 November 2009,
as amended by Regulation of Directorate General of Taxes No. PER-24/PJ/2010 dated 30 April 2010.
In the absence of such documents, the Share Dividends distributed will be subject to a 20%
withholding tax pursuant to Article 26 of the Income Tax Law.
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ADMINISTRATIVE PROCEDURES RELATING TO THE DISTRIBUTION OF SHARE DIVIDEND
AND PROCEDURES FOR DISTRIBUTION OF SHARE DIVIDEND
The implementation of the Share Dividend distribution will be carried out in accordance with the
procedures and mechanisms set forth in the Company’s Articles of Association, POJK 27/2020, and
other applicable capital market regulations. The following outlines the procedure and schedule for the
Company’s Share Dividend distribution:
ACTIVITY DATE
Notification to OJK regarding the GMS Agenda Friday, 27 March 2026
Announcement of the GMS Plan to OJK, IDX, and the public via the KSEI Monday, 6 April 2026
website, IDX website, and the Company's website
Information Disclosure on the Plan to Distribute Share Dividend on the Monday, 6 April 2026
IDX website and the Company's website
Submission of Web Advertisement of the GMS Announcement to OJK Tuesday, 7 April 2026
and IDX
Recording Date of GMS Monday, 20 April 2026
GMS Invitation via the KSEI website, IDX website, and the Company's Tuesday, 21 April 2026
website
Submission of Web Advertisement of the GMS Invitation to OJK and IDX Wednesday, 22 April
2026
Convening of the General Meeting of Shareholders (GMS) Wednesday, 13 May
2026
Announcement of the Summary of the GMS Minutes on the KSEI website, Tuesday, 19 May 2026
IDX website, and the Company's website
Submission of Web Advertisement of the Summary of GMS Minutes to Wednesday, 20 May
OJK and IDX 2026
Information Disclosure on the Resolution of the Board of Directors and Tuesday, 19 May 2026
Board of Commissioners regarding the Distribution of Share Dividend on
the KSEI website, IDX website, and the Company's website
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Last Date of Cum Period (Share Dividend):
- Regular & Negotiated Market Monday, 25 May 2026
- Cash Market Friday, 29 May 2026
Start Date of Ex Period (Share Dividend):
- Regular & Negotiated Market Tuesday, 26 May 2026
- Cash Market Tuesday, 2 June 2026
Shareholders List Date Eligible for Share Dividend (Recording Date for Friday, 29 May 2026
Share Dividend)
Application for Additional Share Listing to IDX Friday, 5 June 2026
Distribution of Share Dividend to Entitled Shareholders Latest by Thursday, 18
June 2026
Submission of the Audit Report on Share Dividend Distribution Reviewed Latest by Thursday, 2
by a Public Accountant to OJK July 2026
Administrative Procedures for Share Dividend Distribution
The administrative process related to the distribution of the Company’s Share Dividends, if approved
by the General Meeting of Shareholders, will be carried out through the Company’s Share Registrar,
PT Datindo Entrycom.
ADDITIONAL INFORMATION
To obtain information regarding the distribution of Share Dividend 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, at 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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PT Swakarya Mulia Shipping
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Notary Trisnawati Mulia
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Minister of Justice
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Minister of Law
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PT Wintermarjaya Lestari
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Notary Rahayu Ningsih
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Mawar & Rekan
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Mawar & Partners
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Ministry of Finance of Republic Indonesia
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Directorate General of Taxes
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Directorate General of Taxes No. PER-
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