20250430_SMGR_Laporan Informasi dan Fakta Material_31880868_lamp3.pdf

                                           DEFINITION

IDX                     :   Indonesia Stock Exchange (PT Bursa Efek Indonesia).

Securities              :   PT Datindo Entrycom, a securities administration bureau that manages
Administration              the Company's securities.
Bureau

Disclosure of           :   Disclosure of information to the Company’s Shareholders in compliance
Information                 with OJK Regulation No. 13/2023 and OJK Regulation No. 29/2023.

OJK                     :   Otoritas Jasa Keuangan (OJK) or Financial Services Authority, an
                            independent institution free from interference by other parties, which has
                            the function and authority to regulate, supervise, examine, and
                            investigate as stipulated in Law No. 21 of 2011 on the Financial Services
                            Authority, as last amended by Law No. 4 of 2023 on the Development
                            and Strengthening of the Financial Sector.

Shares Buyback          :   The buyback of the Company's shares that have been issued and listed
                            on the Indonesia Stock Exchange, as referred to in OJK Regulation No.
                            13/2023 and OJK Regulation No. 29/2023.

Company’s               :   The shareholders of the Company whose names are registered in the
Shareholders                shareholders register issued by the Securities Administration Bureau.

Company                 :   PT Semen Indonesia (Persero) Tbk a limited liability company
                            established under the laws of the Republic of Indonesia, based in
                            Jakarta.

OJK Regulation No.      :   OJK Regulation No. 13 of 2023 on the Policy to Maintain Market
13/2023                     Performance and Stability during the Condition of Significant Market
                            Fluctuation

OJK Regulation No.      :   OJK Regulation No. 29/POJK.04/2023 dated 29 December 2023 on the
29/2023                     Buyback of Shares Issued by Public Companies.

SFAS                    :   Statement of Financial Accounting Standards.

OJK Letter No.          :   OJK Letter No. S-17/D.04/2025 dated 18 March 2025 on the Policy on
S-17/2025                   the Implementation of Shares Buyback by Public Companies under
                            Significantly Fluctuating Market Conditions.

                              DISCLOSURE OF INFORMATION
                            REGARDING SHARES BUYBACK PLAN

In carrying out its authority to establish policies related to handling volatility, stimulus, and/or
relaxation for public companies to mitigate and reduce the impact of significant market fluctuations
that may potentially exert pressure on the stability of the capital market, OJK has determined other
conditions as referred to in Article 2 letter g of OJK Regulation No. 13/2023, by issuing OJK Letter
No. S-17/2025. This provides an opportunity for the Company to conduct a Shares Buyback,
considering the Company’s financial capability and the applicable laws and regulations.

This Disclosure of Information is prepared in the interest of the Company’s Shareholders to provide
clear information and an overview regarding the Company’s Shares Buyback plan, thereby enabling
the Company’s Shareholders to make decisions related to the Shares Buyback plan.


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                         BRIEF DESCRIPTION OF THE COMPANY

The Company was initially established under the name PT Semen Gresik (Persero) with Deed No.
81 dated 24 October 1969, executed before Juliaan Nimrod Siregar, SH., Notary in Jakarta, and was
approved by the Minister of Law and Human Rights through Decree No. J.A.5/129/5 dated 18
November 1969, and published in the State Gazette of the Republic of Indonesia No. 95 dated 28
November 1969, Supplement No. 255/1969 (“Deed of Establishment”).

The Company’s Articles of Association have been amended several times, with the latest amendment
through Deed No. 7 dated 3 May 2024, executed before Aulia Taufani, Bachelor of Law, Notary in
South Jakarta Administrative City. The notification of this amendment was received by the Minister
of Law and Human Rights through Receipt of Notification of Amendment to the Articles of Association
No. AHU-AH.01.03-0117988 dated 22 May 2024, and was registered in the Company Register No.
AHU-0099200.AH.01.11.Year 2024 on 22 May 2024.

                ESTIMATED SCHEDULE FOR THE IMPLEMENTATION OF
                              SHARES BUYBACK

The Company will conduct the Shares Buyback following the Disclosure of Information within the
timeframe in accordance with the provisions of OJK Regulation No. 13/2023 jo. with OJK Regulation
No. 29/2023, with the implementation schedule as follows:

 No.                           Description                                       Date
 1.     Notification to the OJK and IDX Regarding the Shares
        Buyback in a Notification to the OJK and IDX Regarding
                                                                             15 April 2025
        the Shares Buyback Under Significantly Fluctuating
        Market Conditions
 2.     Announcement of the Disclosure of Information through
        the IDX website and the Company’s website at
                                                                             15 April 2025
        https://www.sig.id/

 3.     Shares Buyback period
                                                                     16 April 2025 – 23 May 2025


           ESTIMATED NOMINAL AMOUNT OF ALL SHARES AND COST OF
                            SHARES BUYBACK

The estimated fund allocation to be used for the shares Buyback of the Company is a maximum of
IDR200,000,000,000. The estimated cost of the Shares Buyback includes brokerage fees and other
expenses.

The number of shares in the implementation of Shares Buyback shall not exceed 20% of the
Company’s issued and paid-up capital and shall remain within the limits as stipulated in Article 8 of
OJK Regulation No. 13/2023.

The Company’s Free Float shares after the implementation of Shares Buyback will not be less than
7.5% of the total outstanding shares, in accordance with the applicable laws and regulations.

        ESTIMATION OF THE DECREASE IN THE COMPANY’S REVENUE
 AS A RESULT OF THE SHARES BUYBACK IMPLEMENTATION AND THE IMPACT
                 TO THE COMPANY’S FINANCING COSTS

The Company believes that the implementation of the Shares Buyback transaction will not have an
impact on the revenue decrease that is material in nature towards the Company’s business activities,
given that the Company has sufficient working capital and cash flow to finance the Shares Buyback
alongside its business activities, and there is no impact that is material in nature on the Company’s
financing costs as a result of the Shares Buyback implementation.


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                         PRO FORMA OF EARNINGS PER SHARE
                   AFTER THE IMPLEMENTATION OF SHARES BUYBACK
                    TAKING INTO ACCOUNT THE DECLINE IN REVENUE

The following is the pro forma Consolidated Financial Statements as of 31 December 2024 (Audited),
considering the maximum Shares Buyback amounting to IDR200,000,000,000:

                                      Financial Report Period Ending 31 December 2024
       Description               Before
                                                      Impact            After Shares Buyback
                             Shares Buyback
 Total Assets                  76,993,082           - 200,000                 76,793,082
 (IDR million)
 Total Equity                  48,307,211             - 200,000                48,107,211
 (IDR million)
 Total Equity Attributable     43,771,520             - 200,000                43,571,520
 to the Owners of the
 Parent Entity
 (IDR million)
 Profit for the Year             771,674                                         771,674
 (IDR million)
 Profit for the Year             719,763                                         719,763
 Attributable     to   the
 Owners of the Parent
 Entity
 (IDR million)
 Earnings per Share               106.6                  1.5                      108.1
 Attributable     to   the
 Owners of the Parent
 Entity (IDR)
 Return on Asset (ROA)            1.00%                0.00%                      1.00%
 Return on Equity (ROE)           1.64%                0.01%                      1.65%


                     SHARE PRICE LIMITATION FOR SHARES BUYBACK

The Company will conduct the Shares Buyback in accordance with the provisions of OJK Regulation
No. 13/2023 and OJK Regulation No. 29/2023, whereby the Shares Buyback price will depend on
the type of transaction conducted by the Company in the implementation of the Shares Buyback.

The Shares Buyback will be carried out through transactions on the IDX, and the offer price must be
equal to or lower than the previous transaction price.

                     TIME PERIOD RETSRICTION OF SHARES BUYBACK

The Shares Buyback period will begin after the Disclosure of Information is published on 15 April
2025, in accordance with the provisions of Article 9 paragraph (4) of OJK Regulation No. 13/2023,
namely during the period of 16 April 2025 to 23 May 2025.

                       METHOD TO BE USED FOR SHARES BUYBACK

The Company will conduct the Shares Buyback through the Stock Exchange, either in stages or in
full, as regulated in Article 10 of OJK Regulation No. 13/2023, and will be carried out through 1 (one)
member of the Indonesia Stock Exchange.




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

The Shares Buyback is believed to have no material negative impact on the Company’s business
operations and growth. In this regard, the Company’s working capital and cash flow are sufficient to
finance the Shares Buyback alongside its business activities, considering that the Shares Buyback:

1.   will not have a significant impact on the Company’s operations, as it is expected to have only a
     minimal effect on the Company’s financing costs;
2.   will reduce the Company’s assets and equity by the amount realized for the Shares Buyback,
     which is a maximum of IDR200,000,000,000,

the Company is confident that the implementation of the Shares Buyback will not have a material
negative impact on the Company’s business operations and growth, as the Company currently has
sufficient working capital and cash flow to carry out and finance all business activities, business
development activities, operational activities, as well as the Shares Buyback.

      SOURCE OF FUNDS FOR THE IMPLEMENTATION OF SHARES BUYBACK

The source of funds to be used for the implementation of the Company’s Shares Buyback will be
entirely derived from the Company’s internal funds. The funds used for the Shares Buyback is not
the result of Public Offering proceeds, loans and/or any form of indebtedness, and will not significantly
affect the Company’s financial capability to meet its maturing obligations.

                                      OTHER INFORMATION

1.   The Company complies with the provisions stipulated in Article 11 of OJK Regulation No.
     13/2023 for the implementation of the Shares Buyback, whereby the following parties:

     a.   Employees, Board of Directors, Board of Commissioners, and major shareholders of the
          Company;
     b.   individuals who, due to their position, profession, or business relationship with the Company
          may have access to insider information;
     c.   parties who, within the last 6 months are no longer as the parties as referred to in item a or
          item b above,

     are prohibited from conducting transactions of the Company’s shares during the Shares
     Buyback period and on the same day as the sale of shares resulting from the Shares Buyback
     carried out by the Company through IDX.

2.   For further information regarding this Disclosure of Information, Shareholders may submit their
     inquiries to the Company’s Corporate Secretary on any business day and during the Company’s
     working hours at the address provided below:

                                      Corporate Secretary
                             PT SEMEN INDONESIA (PERSERO) TBK
                                           Head Office
                                      South Quarter Building
                                     Tower A, 19th-20th floor
                              Jalan R.A. Kartini Kav.8, West Cilandak
                                  South Jakarta 12430, Indonesia
                                    Phone: +62-21-5261174-5
                                      Fax: +62-21-5261176
                                       Website: www.sig.id
                                E-mail: corporate.secretary@sig.id

                                      Jakarta, 15 April 2025
                              The Board of Directors of the Company


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