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20231121_DOID_Laporan Informasi dan Fakta Material_31531250_lamp1.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT DELTA DUNIA MAKMUR TBK (THE “COMPANY”)
IN RELATION TO THE COMPANY’S PLAN TO IMPLEMENT
THE MANAGEMENT AND EMPLOYEE STOCK OWNERSHIP PROGRAM
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, INDIVIDUALLY OR COLLECTIVELY,
ARE HEREBY FULLY RESPONSIBLE FOR THE CORRECTNESS AND COMPLETENESS OF ALL
INFORMATION OR MATERIAL FACTS AS DISCLOSED IN THIS DISCLOSURE OF INFORMATION, AND
AFTER CONDUCTING THOROUGH REVIEW AND TO THE BEST OF THEIR KNOWLEDGE AND
UNDERSTANDING, REAFFIRM THAT THE MATERIAL INFORMATION CONTAINED IN THIS DISCLOSURE
OF INFORMATION IS CORRECT AND THERE ARE NO MATERIAL FACTS THAT HAVE NOT BEEN
DISCLOSED OR OMMITTED WHICH MAY CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE
OF INFORMATION TO BECOME INACCURATE AND/OR MISLEADING.
Business Activities Ronald Sutardja
Services, Mining, Trading, Development and/or Construction President Director
Domiciled in South Jakarta, Indonesia
Head Office:
South Quarter Tower A, Penthouse Floor
Jl. R.A. Kartini Kav 8, Cilandak Barat
Jakarta 12430, Indonesia
Phone. +62.21.30432080 Fax. +62 21.30432081
Website: www.deltadunia.com
Email: irteam@deltadunia.com
This Disclosure of Information is conveyed to the Shareholders of the Company in relation to the Company’s
plan to implement the Management and Employee Stock Ownership Program (the “MESOP Program”) through
the transfer of a portion of the Company’s treasury shares acquired from the Company’s Shares Repurchase
Program to be distributed to members of Management and/or key employees who meet the requirements. The
implementation of the MESOP Program will not cause any dilution to the shareholders of the Company because
there is no issuance of new shares in the Company.
The Extraordinary General Meeting of Shareholders to approve this MESOP Program will be held in Jakarta on
December 13, 2023.
This Disclosure of Information is published in Jakarta on November 21, 2023
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BACKGROUND OF THE IMPLEMENTATION OF MESOP PROGRAM
The Company hereby inform the shareholders that the Company had conducted the Company’s Shares
Repurchase program in accordance with the OJK Regulation No. 2/POJK.04/2013 (POJK 2/2013) and OJK
Circular Letter No.3/SEOJK.04/2020 (SEOJK 3/2020) (hereinafter referred to as the “Share Repurchase
Program”). In 2022, the Company has conducted Share Repurchase amounting of 711,700,000 (seven hundred
eleven million and seven hundred thousand) shares and in 2023 amounting of 572,802,100 (five hundred seventy
two million eight hundred two thousand and one hundred) shares. Therefore, the total of Company’s shares that
have been repuchased based on the Share Repurchase Program (the “Treasury Shares”) is 1,284,502,100 (one
billion two hundred eighty four million five hundred two thousand and one hundred) shares that representing 14.9%
of the Company’s issued and paid-up capital.
HISTORICAL OF THE COMPANY’S TREASURY SHARES
No. Date of Disclosure of Information Date of Treasury Shares’ Total of
Implementation Report Treasury Shares
(Shares)
YEAR 2022
1 No. 011/DOID/OJK-BEI/III/2022 No. 081/DOID/OJK/VI/2022 597,489,700
dated on March 7, 2022 dated on June 8, 2022
2 No. 108/DOID/OJK-BEI/IX/2022 No. 189/DOID/OJK/XII/2022 114,210,300
dated on September 7, 2022 Dated on December 8, 2022
Total Amount in 2022 711,700,000
YEAR 2023
3 No. 007/DOID/OJK-BEI/I/2023 No. 082/DOID/OJK/IV/2023 201,800,000
dated on January 24, 2023 dated on April 18, 2023
4 No. 083/DOID/OJK-BEI/IV/2023 No. 179/DOID/OJK/VII/2023 344,567,400
dated on April 26, 2023 dated on July 27, 2023
5 No. 182/DOID/OJK-BEI/VII/2023 No. 189/DOID/OJK/VIII/2023 26,434,700
dated on July 31, 2023 dated on August 8, 2023
Total Amount in 2023 572,802,100
Total the entire Treasury Shares of the Company from the Share Repurchase
1,284,502,100
Program
Pursuant to the provision of Article 17 of OJK Regulation No. 30/POJK.04/2017 concerning the Shares Repurchase
Issued by Public Companies (“POJK 30/2017”), the Treasury Shares acquired by the Company from the
implementation of Share Repuchase Program can be transferred by the Company through among others; the
implementation of share ownership programs by employees and/or members of Board of Directors and Board of
Commissioners (the Board of Directors and Board of Commissoners collectively referred to as the “Management”).
THE OBJECTIVE AND INFORMATION RELATED TO THE MESOP PROGRAM
The Company hereby notifies the Company’s shareholders that the Company intends to transfer a portion of the
Treasury Shares acquired by the Company from the implementation of Share Repurchase Program, through the
MESOP Program.
The MESOP Program is a share ownership program offered to key employees, members of the Board of Directors
and/or members of the Board of Commissioners of the Company and its subsidiaries who meet the requirements
to participate in the Company’s shares ownership (“Program Participants”).
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The Company believes that the improvement of the Company’s growth and performance that have been achieved
to date, are supported by the hard work, contribution and joint commitment from the Management and employees
of the Company and its subsidiaries. Therefore, in order to maximize the potential for sustainable business growth
and to optimize the employee’s performance, the Company considers it’s necessary to carry out a retention
program to retain the high performing Management and employees.
The implementation of this MESOP program is expected to be able to attract, retain, motivate and provide
incentives to members of the Management and key employees of the Company and its subsidiaries for an added
value to the Company and aligning the Company’s interest with the Program Participants, and therefore it will be
able to improve the Company’s performance sustainably, which eventually is expected to increase the value of the
Company’s shareholders.
The MESOP program will be carried out through the partial transfer of the Company’s Treasury Shares obtained
from the Company’s Share Repurchase Program. Therefore, the implementation of this MESOP Program will not
dilute the ownership of the existing shareholders in the Company, because the shares in the MESOP program are
not from the issuance of new shares. The number of Treasury Shares that will be transferred and included in this
MESOP Program totalling of a maximum of 862,117,300 (eight hundred sixty-two million one hundred seventeen
thousand three hundred) shares, representing a maximum of 10% of Company’s issued and paid-up capital.
The terms and conditions related to the implementation of MESOP Program, including but not limited to the
mechanism, the requirements for Program Participants, the schedule and period of the MESOP Program, the
procedures for transferring shares to the Program Participants and other requirements related to MESOP Program
will be determined later by the Board of Directors of the Company, with due observance to the proposals and/or
feedbacks received by the Board of Directors from the Board of Commissioners of the Company who carries out
the Nomination and Remuneration function whilst complying with the applicable laws and regulations related to the
implementation of MESOP Program. The Board of Directors of the Company shall also determine the
implementation price for the shares to be allocated in the MESOP Program. However, to preserve the value for
the shareholders of the Company, the implementation price shall be at or close to the purchase price for the
Treasury Shares. Further, the MESOP Program will also have specific share price target to be vested hence
incentivising all employees toward the goal of shareholder value maximization.
The implementation of the MESOP Program will be carried out after the Company receives approval from the
Extraordinary General Meeting of Shareholders (“EGMS”), which will be conducted on Wednesday, December 13,
2023. The Invitation regarding the EGMS of the Company is announced on the Indonesia Stock Exchange website,
KSEI website, and the Company’s website, along with the issuance of this Disclosure of Information. The
Shareholders who are entitled to attend or be represented at the EGMS are those recorded in the Company’s
Register of Shareholders and/or shareholders of the Company in securities sub-account of PT Kustodian Sentral
Efek Indonesia (KSEI) at the closing trading day on November 20, 2023.
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS)
In connection with the plan for MESOP Program as described in this Disclosure of Information, the Company
intends to obtain approval from the Company’s shareholders at the EGMS which will be held on Wednesday,
December 13, 2023. The EGMS will be conducted with reference to the provisions of the Law on Limited Liability
Companies, OJK Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of the General
Meeting of Shareholders, and the Company’s Articles of Association.
EGMS SCHEDULE
Description Date
Notification of EGMS Agenda to OJK October 30, 2023
EGMS Announcement November 6, 2023
List of Shareholders allowed to attend the EGMS (Recording Date) November 20, 2023
EGMS Invitation November 21, 2023
EGMS Day December 13, 2023
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ADDITIONAL INFORMATION
For those shareholders who require additional information in relation to the implementation plan of this MESOP
Program, please contact the following:
PT Delta Dunia Makmur Tbk
South Quarter Tower A, Penthouse Floor
Jl. R.A. Kartini Kav 8, Cilandak Barat
Jakarta 12430, Indonesia
Phone. (021) 30432080; Fax (021) 30432081
Website: www.deltadunia.com
Email: irteam@deltadunia.com
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