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20230815_ERAA_Laporan Informasi dan Fakta Material_31371411_lamp2.pdf
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DISCLOSURE OF INFORMATION
IN CONNECTION WITH THE PLAN OF PT ERAJAYA SWASEMBADA TBK (THE "COMPANY")
TO IMPLEMENT THE COMPANY'S MANAGEMENT AND EMPLOYEE STOCK OWNERSHIP
PROGRAM (“MESOP”) WITH TOTAL OF 51,540,500 (FIFTY ONE FIVE HUNDRED FORTY
THOUSAND FIVE HUNDRED) SHARES
The Board of Directors and Board of Commissioners of the Company, individually or jointly, are fully responsible
for the truth and completeness of the information as disclosed in this information disclosure and after conducting
careful research, confirm that the information contained in this information disclosure is true and there are no
material facts or information that are not disclosed or omitted so as to cause the information provided in the
disclosure This information becomes incorrect and/or misleading.
PT ERAJAYA SWASEMBADA TBK
Business Activity:
Importers, Distribution & Retail of Telecommunication Devices
Head Office:
Erajaya Plaza – Jl. Bandengan Selatan No. 19-20
Pekojan, Tambora, Jakarta Barat 11240
Phone: (021) 690 5050, Faksimili: (021) 6983 1225
Website: www.erajaya.com
E-mail: dl-corsec@erajaya.com
This Information Disclosure is conveyed to the Company's Shareholders in connection with the Company's
plan to implement the Management and Employee Stock Ownership Program ("MESOP Program") through
the transfer of part of the Company's Treasury shares obtained by the Company from the Company's share
buyback program to members of Management and/or Key Employees who meet the requirements. The
implementation of the MESOP Program does not have a dilution impact on the Company's shareholders
because there is no issuance of new shares from the Company's portepel related to the implementation of
this MESOP Program. The Extraordinary General Meeting of Shareholders to approve this plan will be held
in Jakarta on September 6, 2023.
This Information Disclosure will be published in Jakarta on August 15, 2023
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BACKGROUND OF MESOP
The Company hereby to informs the shareholders of the Company in connection with the Company's share
buyback conducted under the provisions of POJK No. 2/POJK.04/2013 dated August 23, 2013 ("POJK No.
2/2017") concerning Buyback of Shares Issued by Issuers or Public Companies Under Significantly
Fluctuating Market Conditions ("Share Buyback Activities") amounted to 51,540,500 shares (after Stock
Split) in 2020 and as many as 114,974,600 shares in 2022. Therefore, the number of Treasury Stock owned
by the Company from the Buyback until July 31, 2023 is 166,515,100, representing 1.05% of the Company's
entire issued and paid-up capital.
HISTORICAL OF BUYBACK SHARES OF THE COMPANY
Disclosure of Reporting on the Results Buyback Accum. Buyback
No. Information of the Company's Amount Amount
POJK No. 2/2017 Share Buyback (Number Share) (Number Share)
1 020/ERAA/CS/III/2020
4.738.100 4.738.100
Dated on 26 March 2020
2 021/ERAA/CS/III/2020
825.100 5.563.200
013/ERAA/CS/III/2023 Dated on 27 March 2020
3 Dated on 20 March 2020 022/ERAA/CS/III/2020
3.894.900 9.458.100
Dated on 30 March 2020
4 025/ERAA/CS/III/2020
850.000 10.308.100
Dated on 31 March 2020
The Company’s Stock Split Ratio (1:5)
Reporting on the Results of Stock Split (Adjustment of Number of Shares) 51.540.500
Letter No. 026/ERAA/CS/IV/2021 Dated on 5 April 2021
5 030/ERAA/CS/V/2022 070/ERAA/CS/VIII/2022
71.695.900 123.236.400
Dated on 20 May 2022 Dated on 22 August 2022
6 072/ERAA/CS/IX/2022 088/ERAA/CS/XII/2022
43.278.700 166.515.100
Dated on 7 Sept 2022 Dated on 9 December 2022
Pursuant to the provisions of the Financial Services Authority Regulation Number 30/POJK.04/2017
concerning Buyback of Shares Issued by Public Companies ("POJK No. 30/2017"), shares obtained by the
Company from the implementation of the Share Buyback Program can be transferred by the Company through
the implementation of share ownership programs by employees and/or members of the Board of Directors
and Board of Commissioners ("Management").
PURPOSES AND INFORMATIONS RELATED TO THE MESOP PROGRAM
The Company hereby informs to the Company's shareholders that the Company intends to transfer part of
the shares obtained by the Company from the implementation of Share Buyback Activities through the
MESOP Program.
MESOP Program is a share ownership program given to Key Employees, Members of the Board of Directors
and/or members of the Board of Commissioners of the Company who meet the requirements to participate in
owning shares of the Company ("Program Participants").
The Company believes that the business development and improvement of the Company’s performance has
achieved are supported by hard work and joint commitment from the Management and Employees of the
Company. To support sustainable business activities and continuous achievements by the Company, with a
commitment to maximize potential business growth, including to providing support for improving employee
performance.
The MESOP program that will be implemented is expected to attract, retain, motivate and provide incentives
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to members of the Management and Key Employees of the Company in order to increase the value of the
Company and to align the interests of Management and Employees to the Company, and therefore will be
able to improve the Company's ongoing performance, which in the end is expected to increase value to
ownership of the Company's shares.
The MESOP program will be carried out through the partial transfer of the Company’s Treasury Stock obtained
from the Share Buyback Activities by the Company. Therefore, the implementation of the MESOP Program
does not have a dilution impact to the shareholders on their ownership in the Company, because the shares
to be included in the MESOP Program are not new shares that will be issued from the Company's portepel.
The number or amount of Treasury Stock that will be transferred and included in this MESOP Program is total
of 51,540,500 (fifty one million five hundred forty thousand five hundred) shares.
As for the further terms and conditions related to the implementation of the MESOP Program, including but
not limited to, the mechanism and form of implementation of the MESOP Program, the requirements for
employees and/or management members to be able to become Program Participants, the schedule and
period of implementation of the MESOP Program, procedures for transferring shares to Program Participants
and other requirements related to the MESOP Program will determined later by the Board of Directors of the
Company by considering, proposals and/or inputs received by the Board of Directors from the Board of
Commissioners of the Company which carries out the function of Nomination and Remuneration and while
still complying with the applicable laws and regulations related to the implementation of the MESOP Program.
The implementation of the MESOP Program will be carried out after the Company receives approval from the
Extraordinary General Meeting of Shareholders ("EGMS"). The EGMS to obtain shareholder approval will be
held on Wednesday, September 6, 2023 or such other date as may be determined if there is a delay. 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 Information Disclosure. The Shareholders
who entitled to attend or be represented at the EGMS are those whose recorded in the Company's Register
of Shareholders and/or shareholders of the Company in the securities sub-account of PT Kustodian Sentral
Efek Indonesia (KSEI) at the close of trading of the Company's shares on the IDX on August 14, 2023.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS)
In connection with the MESOP Program plan as described in this Information Disclosure, the Company intends
to obtain approval from the Company's shareholders at the EGMS to be held on Wednesday, September 6,
2023. The EGMS will be held by following the provisions of the UUPT, Financial Services Authority 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 containing the plan for the implementation
of the MESOP Program 24 July 2023
EGMS Announcement 31 July 2023
EGMS Recording Date 14 August 2023
EGMS Invitation 15 August 2023
EGMS Day 6 September 2023
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ADDITIONAL INFORMATION
To obtain additional information regarding the Company’s plan of implementation of this MESOP Program,
the Company's shareholders can submit it to the Company's Corporate Secretary, on every day and working
hour of the Company at the address below:
Corporate Secretary
PT Erajaya Swasembada Tbk
Erajaya Plaza – Jl. Bandengan Selatan No. 19-20
Pekojan, Tambora, Jakarta Barat 11240
Telepon: (021) 690 5050, Faksimili: (021) 6983 1225
Website: www.erajaya.com
E-mail: dl-corsec@erajaya.com
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