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20251010_ROTI_Laporan Informasi dan Fakta Material_31966724_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
(“Disclosure of Information”)
IN THE FRAMEWORK OF THE PLAN TO TRANSFER SHARES FROM THE BUYBACK
THROUGH THE IMPLEMENTATION OF THE LONG-TERM INCENTIVE PROGRAM 2026 –
2030 TO THE COMPANY'S MANAGEMENT AND/OR BOARD OF DIRECTORS
AS REFERRED TO IN ARTICLE 21.C
FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 29 OF 2023
CONCERNING THE BUY BACK OF ISSUED SHARES
BY A PUBLIC COMPANY
PT NIPPON INDOSARI CORPINDO Tbk (“Company”)
activities :
Move in Field industry bread and cake products , processing product from other milk , processing of fruit and
vegetable juices , drinks light , trade big bakery products , trade big non- alcoholic drinks not milk, trade large milk
and milk products , food from chocolate and confectionery from chocolate .
Headquarters:
MM2100 Industrial Estate
Jl. Selayar Block A9
West Cikarang, Bekasi
West Java 17530
E-mail: corporate.secretary@sariroti.com
Website: www.sariroti.com
This Disclosure of Information is conveyed to the Company's Shareholders in connection with the Company's
plan to transfer shares from the buyback through the implementation of a long-term incentive program for 2026
- 2030 to the management and/or board of directors, with a maximum amount of 50,000,000 (fifty million) shares
or 0.81% of the issued and paid-up capital in the Company. This program will not result in dilution of share
ownership because there is no issuance of new shares from the Company's portfolio.
In connection with the plan and in accordance with OJK Regulation No. 29 of 2023 concerning the Buyback of
Shares Issued by Public Companies (“POJK 29/2023”), the Company will request approval from the
Extraordinary General Meeting of Shareholders to be held in Jakarta on November 18, 2025.
The Board of Commissioners and the Board of Directors of the Company, both individually and jointly, are fully
responsible for the completeness and accuracy of all information or material facts contained in this Information
Disclosure and confirm that the information presented in this Information Disclosure is true and there are no
material facts that are not presented that could cause the material information in this Information Disclosure to
be incorrect and/or misleading.
This Information Disclosure was issued on October 10, 2025
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BACKGROUND
The Company hereby notifies the shareholders that the Company has implemented a share buyback program
(“Buyback Program”) based on OJK Regulation No. 30/POJK.04/2017 concerning the Buyback of Shares Issued
by Public Companies, which was subsequently amended by POJK 29/2023.
The Company has conducted a Buyback Program from 2021 to 2025 with a total number of shares as of the date
of this Information Disclosure of 564,213,400 (five hundred sixty-four million two hundred thirteen thousand four
hundred) shares (“Treasury Shares”) or representing 9.12% (nine point twelve percent) of the total issued and
paid-up capital of the Company.
Details of the implementation period and realization of the number of shares resulting from the Buyback Program
are as follows:
No. Information Disclosure Share Buyback Report on the Results of the Amount of
Date / Approval Date of Period Company's Share Buyback Company Share
General Meeting of Buyback
Shareholders
1 April 19, 2021 1) 20 April 2021 to 19 July 23, 2021 based on Letter No. 80,206,400
July 2021 094/FCS/L/VII/2021
2 July 19, 2021 1) July 21, 2021 to October 21, 2021 based on Letter 66,769,400
October 20, 2021 No. 167/FCS/L/X/2021
3 October 19, 2021 1) October 21, 2021 to January 21 2022 based on Letter 145,963,600
January 20, 2022 No. 018/FCS/L/I/2022
4 January 19, 2022 1) January 21, 2022 to April 20, 2022 based on Letter No. 143,722,600
April 20, 2022 092/FCS/L/IV/2022
5 April 20, 2022 1) April 21, 2022 to July July 21, 2022 based on Letter No. 7,684,600
20, 2022 178/FCS/L/VII/2022
6 July 20, 2022 1) July 21, 2022 to October 21, 2022 based on Letter 36,797,300
October 20, 2022 No. 236/FCS/L/X/2022
7 August 6, 2024 2) August 6, 2024 to August 6, 2025 based on Letter No. 83,069,500
August 5, 2025 049/FCS/L/VIII/2025
Total 564,213,400
Information:
1)
the date of information disclosure for the implementation of share buybacks that do not require GMS approval, in accordance with the Financial Services
Authority Circular Letter No. 3/SEOJK.04/2020 concerning Other Conditions as Significantly Fluctuating Market Conditions in the Implementation of
Share Buybacks Issued by Issuers or Public Companies in conjunction with Financial Services Authority Regulation No. 2/POJK.04/2013 concerning
Share Buybacks Issued by Issuers or Public Companies in Significantly Fluctuating Market Conditions
2)
the date of the GMS that approves the implementation of the share buyback, in accordance with POJK 29/2023.
In accordance with Article 21 of POJK 29/2023, shares from the buyback may be transferred in various ways,
including through the implementation of a share ownership program. In this regard, the Company plans to
allocate a maximum of 50,000,000 (fifty million) Treasury Shares or 0.81% of the issued and paid-up capital in
the Company for the implementation of the 2026-2030 long-term incentive program to the Company's
management and/or directors ("Long-Term Incentive Program").
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The source of shares to be used for the Long-Term Incentive Program is a maximum of 50,000,000 (fifty million)
Treasury shares purchased by the Company for the period from August 6, 2024 to August 5, 2025 (hereinafter
referred to as "Program Allocation Shares").
In accordance with the provisions of Articles 16, 17, and 18 of POJK 29/2023, the deadline for the transfer of
Program Allocation Shares is August 5, 2031 for a maximum of 50,000,000 (fifty million) shares.
PURPOSE OF SHARES TRANSFER
This Long-Term Incentive Program aims to foster a sense of ownership within the Company, thereby enhancing
the performance of Long-Term Incentive Program participants, ultimately leading to consistent year-over-year
improvement in the Company's performance. The Company will continue to implement appropriate strategies
to maximize its performance and maintain sustainable growth.
REQUIREMENTS FOR LONG-TERM INCENTIVE PROGRAM PARTICIPANTS
Participants in the Long-Term Incentive Program are the Company's directors and/or management level who
meet the requirements determined by the directors and are entitled to participate in the program.
IMPLEMENTATION PERIOD PLAN
The Long Term Incentive Program will be conducted 1 (one) time a year starting from 2026 to 2030 and not
exceeding the deadline for the re-transfer of Program Allocation Shares as stated above. Provisions regarding the
implementation date of the Long Term Incentive Program will be determined later by the Company's Board of
Directors and/or a committee to be appointed by the Company's Board of Directors, taking into account, among
other things, proposals and/or input received by the Board of Directors from the Company's Nomination and
Remuneration Committee, and subject to applicable laws and regulations .
STOCK EXERCISE PRICE
The exercise price of shares in the Long Term Incentive Program will be determined by the Company's Board of
Directors using a calculation method deemed appropriate by the Company's Board of Directors, including by
taking into account the movement of the Company's share price in the relevant period, proposals and/or input
that the Company's Board of Directors will receive from the Company's Nomination and Remuneration
Committee, and subject to applicable laws and regulations .
AMOUNT OF PAYMENTS BY PROGRAM PARTICIPANTS
Participants in the Long-Term Incentive Program will receive an allocation of shares as an incentive, with the
Company responsible for any costs incurred. The share allocation value for each recipient will be based on the
net value of the incentive after deduction of applicable income tax in accordance with tax regulations.
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CAPITAL STRUCTURE PROFORMA
The following is the pro forma capital structure before and after the implementation of the Long-Term Incentive
Program:
Information Before Implementation After Implementation
Long-Term Incentive Program Long-Term Incentive Program
Number of Nominal Value % Number of Nominal Value %
Shares (Rp) Shares (Rp)
Authorized capital 17,200,000,000 344,000,000,000 17,200,000,000 344,000,000,000
Issued and Paid-up Capital:
1. PT Indoritel Makmur 1,594,467,000 31,889,340,000 25.77 1,594,467,000 31,889,340,000 25.77
Internasional
2. Demeter Indo Investment Pte. 1,370,798,546 27,415,970,920 22.16 1,370,798,546 27,415,970,920 22.16
Ltd.
3. Bonlights Investments Limited 1,285,984,899 25,719,697,980 20.79 1,285,984,899 25,719,697,980 20.79
4. Pasco Shikishima Corporation 525,864,777 10,517,295,540 8.50 525,864,777 10,517,295,540 8.50
5. Lief Holdings Pte. Ltd. 375,033,700 7,500,674,000 6.06 375,033,700 7,500,674,000 6.06
6. Community (ownership under 470,126,566 9,402,531,320 7.60 470,126,566 9,402,531,320 7.60
5%)
7. Treasury Stock 564,213,400 11,284,268,000 9.12 514,213,400 10,284,268,000 8.31
8. Management and/or directors of - - - 50,000,000 1,000,000,000 0.81
the Company (Long Term
Incentive Program)
Amount of Issued and Paid-Up 6,186,488,888 123,729,777,760 100.00 6,186,488,888 123,729,777,760 100.00
Capital
Portfolio 11,013,511,112 220.270.222.240 11,013,511,112 220.270.222.240
Considering that the Long Term Incentive Program will be implemented through the transfer of the Company's
Treasury Shares, the implementation of the Long Term Incentive Program will not have a dilution impact on
shareholders, because the shares to be transferred in the Long Term Incentive Program are not new shares
issued from the portfolio.
The Program Allocation Shares that have been distributed and transferred have the same rights, position and rank
in all respects as the shares that have been paid in the Company, including the right to dividends and the right to
vote at general meetings of shareholders and other corporate actions carried out by the Company.
LOCK-UP PROVISIONS
Further provisions regarding the obligations of Long-Term Incentive Program participants during the lock-up
period will be determined in detail based on the decision of the Board of Directors and/or committee to be
determined by the Company's Board of Directors.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS)
In connection with the plan for the Long-Term Incentive Program using Treasury Shares as described in this
Information Disclosure, the Company intends to seek approval from the Company's shareholders in the EGMS
to be held on Tuesday, November 18, 2025. The EGMS will be held 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 General Meetings of Shareholders, and the Company's Articles of Association.
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The following is the planned schedule for the implementation of the EGMS:
Information Date
Notification of the EGMS Agenda to the OJK October 3, 2025
Announcement of EGMS October 10, 2025
Date of List of Shareholders entitled to attend the EGMS October 24, 2025
Summons for EGMS October 27, 2025
Holding of the EGMS November 18, 2025
Jakarta, October 10, 2025
PT Nippon Indosari Corpindo Tbk
Board of Directors
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FINANCIAL SERVICES AUTHORITY
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Bonlights Investments Limited
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Pasco Shikishima Corporation
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