20250624_OMED_Laporan Informasi dan Fakta Material_31908332_lamp3.pdf

                                   INFORMATION TO SHAREHOLDERS

PT Jayamas Medica Industri Tbk (the “Company”) plans to conduct a share buyback of the Company’s
issued and listed shares on the Indonesia Stock Exchange (the “Stock Exchange”), along with the
planned transfer of the shares resulting from the buyback, in accordance with the Financial Services
Authority Regulation No. 29 of 2023 concerning Share Buybacks by Public Companies (“OJK Regulation
29/2023”).

The total value of the buyback is estimated at a maximum of IDR 5,000,000,000 (Five Billion Rupiah).
The buyback may be carried out through the Stock Exchange or off-market, either in stages or in one
transaction, and shall be completed no later than twelve (12) months from the date of the General
Meeting of Shareholders (“GMS”) that approves the buyback.

The implementation of the buyback will take into account the Company’s liquidity and capital
conditions, as well as prevailing laws and regulations. The Company will not proceed with the buyback
if it would result in a reduction in the number of outstanding shares at a level that would significantly
affect the liquidity of the shares on the Stock Exchange.

                      ESTIMATED TIMELINE FOR THE BUYBACK IMPLEMENTATION

Estimated                                                                                      Timeline

Disclosure of Information related to Buyback                               : 24 June 2025
EGMS related to Buyback                                                    : 26 June 2025
Estimated Buyback Period Schedule                                          : 27 June 2025 – 27 June
2026

      ESTIMATED BUYBACK COST AND TOTAL NOMINAL VALUE OF SHARES TO BE BOUGHT BACK

The Buyback is planned to be carried out at a maximum cost of IDR 5,000,000,000 (Five Billion
Rupiah), which will be sourced from the Company’s internal cash. This amount includes all expenses
to be incurred by the Company during the Buyback period from June 12, 2025, to June 11, 2026,
including transaction costs, broker fees, and other related expenses associated with the Buyback
transactions.

In accordance with Article 2 paragraph (1) of OJK Regulation No. 29/2023 in conjunction with Article
37 paragraph (1) of Law No. 40 of 2007 on Limited Liability Companies, the number of shares to be
bought back will not exceed 10% (ten percent) of the Company’s paid-up capital.

In executing the Buyback, the Company will continue to observe the minimum public float
requirement as stipulated under the applicable laws and regulations.

                EXPLANATION, CONSIDERATIONS, AND RATIONALE FOR THE BUYBACK

Through this Buyback program, the Company aims to reinforce confidence in its long-term value and
business prospects. This initiative is taken as an effort to align market conditions with the Company’s
fundamentals, while maintaining stakeholders’ trust in the Company’s commitment to sustainable
growth.

Furthermore, another purpose of the Buyback is to allocate the repurchased shares for the
implementation of an employee share ownership program, intended to enhance engagement and
support the Company’s long-term performance improvement.




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     ESTIMATED DECREASE IN THE COMPANY’S INCOME AS A RESULT OF THE BUYBACK AND THE
                       IMPACT ON THE COMPANY’S FINANCING COSTS

Based on the Company’s financial analysis, the implementation of the Buyback is not expected to
have a significant negative impact on the Company’s performance and income, as the current
retained earnings and available cash flows are sufficient to fund the Buyback..

     PRO FORMA EARNINGS PER SHARE OF THE COMPANY AFTER THE IMPLEMENTATION OF THE
                                    BUYBACK PLAN
                                              As of March 2025 (in IDR Million)
             Metrics                         Pro Forma                               Pro Forma
                                             2025             Impact                 2025 After
                                                                                     Buyback
 Total Asset                                     2,926,534               5,000         2,921,534
 Total Equity                                    2,558,776               5,000         2,553,776
 Consolidated Net Profit                            72,764                                72,764
 Earning per Share                                    2.69                                  2.69

                           SHARE PRICE LIMITATION FOR THE BUYBACK

The buyback will be carried out at a price deemed fair and reasonable by the Company, in accordance
with applicable regulations. The maximum buyback price is set at IDR 220 (two hundred and twenty
Rupiah) per share, while still observing the provisions stipulated in Articles 11 and 12 of POJK
29/2023.

                                         BUYBACK PERIOD

The Buyback may be conducted for a period of up to twelve (12) months from the date of the General
Meeting of Shareholders (GMS) approving the Buyback, which is scheduled to be held on June 11,
2025, in accordance with the provisions of Article 9 of OJK Regulation No. 29/2023.

                             METHOD TO BE USED FOR THE BUYBACK

The Company will carry out the Buyback under the following provisions:

 1. The Company has appointed PT RHB Sekuritas Indonesia to carry out the buyback of the
    Company's shares through trading on the Indonesia Stock Exchange (IDX) during the Buyback
    Period, in accordance with the provisions of Article 11 of POJK 29/2023.
 2. The volume of shares to be bought back by the Company on any single trading day will not be
    subject to any limitation.

  MANAGEMENT DISCUSSION AND ANALYSIS ON THE IMPACT OF THE BUYBACK ON THE COMPANY’S
                       BUSINESS ACTIVITIES AND FUTURE GROWTH

The Company’s revenue is not expected to decline as a result of the Buyback implementation.

 1. The Buyback is not expected to have a significant impact on the Company’s operations ;
 2. The Buyback is projected to enhance employee engagement toward the Company’s long-term
    performance through the planned allocation of repurchased shares under an employee share
    ownership program;
 3. The Company is confident that the Buyback will not have any material adverse effect
    on its business activities and future growth, as the Company currently possesses
    sufficient capital and cash flow to support its business operations, development
    activities, and the execution of the Buyback.



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                        SOURCE OF FUNDS FOR THE BUYBACK IMPLEMENTATION

The source of funding for the Buyback will be derived from the Company’s internal cash. This source
of funding complies with the provisions of Article 5 of OJK Regulation No. 29/2023, which stipulates
that:

 1. it does not significantly affect the Company’s financial ability to meet its maturing obligations;
 2. it utilizes the Company’s internal funds;
 3. it does not originate from proceeds of a public offering; and
 4. it does not originate from loans and/or any form of indebtedness.

         PLAN FOR THE ALLOCATION OF TREASURY SHARES RESULTING FROM THE BUYBACK

Share Allocation Plan

The shares resulting from the Buyback will be transferred through a Share Ownership Program, with
further explanation as follows:


                   Description                            Employee Share Ownership Program

             Eligibility Requirements                               To be determined

            Lock-up Period Provisions                               To be determined


Share Transfer Deadline

The Company is required to transfer the shares resulting from the Buyback within a period of three
(3) years after the completion of the Buyback, and such period may be extended in accordance with
the provisions of Article 16 of OJK Regulation No. 29/2023.

Exercise Price or Pricing Method

The pricing method for the Share Ownership Program will be based on fair value, using the Company’s
share price as of the grant date.

                                         OTHER INFORMATION

Treasury shares do not carry voting rights, are not counted toward quorum determination at the
General Meeting of Shareholders (GMS), and are not entitled to dividends.

Referring to the provisions of Article 43 of OJK Regulation No. 29/2023, the following parties are
subject to restrictions:
      a) members of the Board of Commissioners, members of the Board of Directors, employees,
         and the Company’s major shareholders;
      b) individuals who, by virtue of their position, profession, or business relationship with the
         Company, may have access to inside information;
      c) parties who, within the last six (6) months, were previously classified under point (a) or (b).

are prohibited from conducting transactions involving the Company’s shares on the same day as the
Buyback or the sale of treasury shares carried out by the Company through the Stock Exchange.




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                                    ADDITIONAL INFORMATION

For shareholders of the Company who require more detailed information regarding this Disclosure of
Information, such requests may be submitted to the Company’s Corporate Secretary and Investor
Relations during the Company’s regular business days and hours at the address listed below:


                                          Head Office:

                                   By Pass Krian Ds. Sidomojo
                               Krian Sidoarjo, Jawa Timur 61262
                            Telp: (0231) 898 2349 / (0231) 898 5268
                                Website: http://onemed.co.id
                 Email Corporate Secretary: corporate.secretary@onemed.co.id
                           Email Investor Relation: ir@onemed.co.id




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