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20250424_WINS_Laporan Informasi dan Fakta Material_31877967_lamp2.pdf
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INFORMATION DISCLOSURE
In connection with the Company's plan to Distribute Share Dividends Derived from the
Capitalization of Retained Earnings for the 2024 Fiscal Year
In Compliance with the Regulation of the Financial Services Authority (OJK) No. 27 of 2020 concerning the
Bonus Shares (“POJK 27/2020”)
PT Wintermar Offshore Marine Tbk
(“Company”)
Business Activities:
Domestic Shipping and its Supporting Activities
focusing on vessels supporting offshore activities
for the oil and gas industry
Based in Jakarta, Indonesia
Office:
Jl. Kebayoran Lama No. 155, Jakarta Barat - Indonesia
Telp. No. 62-21-5305201/2 Fax. No. 62-21-5305203
www.wintermar.com
investor_relations@wintermar.com
INFORMATION TO SHAREHOLDERS
The Company intends to carry out the Bonus Share Distribution, which is a Share Dividend derived from
the capitalization of the Company’s Retained Earnings (“Share Dividend Distribution”), in accordance with
POJK 27/2020 regarding Bonus Shares (“POJK 27/2020”), which will be submitted for approval at the
Company’s General Meeting of Shareholders to be held on 3 June 2025, from 10:00 WIB until completion.
This Information Disclosure is issued in Jakarta on 24 April 2025
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INTRODUCTION
The Company will hold a General Meeting of Shareholders (“GMS”) on Tuesday, 3 June 2025, where one
of the agenda items will be to obtain approval from the GMS regarding the planned Share Dividend
Distribution derived from the capitalization of the Company’s Retained Earnings, which is included in the
Agenda Item for the Approval of Stock and Cash Dividends for the 2024 Fiscal Year in accordance with the
provisions of POJK 27/2020 and relevant regulations.
This Information Disclosure is made in the interest of the Company’s shareholders to provide clear
information regarding the proposed Share Dividend Distribution Plan, thereby enabling the shareholders
to make an informed decision regarding the Company’s plan of Share Dividend Distribution.
COMPANY INFORMATION
PT Wintermar Offshore Marine Tbk (the “Company”) was established under the name PT Swakarya Mulia
Shipping pursuant to Deed No. 98 dated 18 December 1995, drawn up before Notary Trisnawati Mulia,
S.H. The deed of establishment has obtained approval from the Minister of Justice of the Republic of
Indonesia by virtue of Decree No. C2-7680.HT.01.01.TH.96 dated 6 March 1996.
The Company’s Articles of Association have been amended several times, most recently amended by Deed
No. 08 dated 15 June 2024, made before Rahayu Ningsih, S.H., Notary in Jakarta, concerning the increase
of issued and fully paid-up capital. This amendment was accepted by the Minister of Law and Human
Rights of the Republic of Indonesia with Letter No. AHU-AH.01.03-0146689 dated 14 June 2024.
a. Business Activities of the Company
In accordance with Article 3 of the Company’s Articles of Association, the scope of the Company’s business
activities includes shipping operations. The Company commenced its commercial operations in 1996. At
present, the Company is engaged in the shipping industry with a focus on offshore support vessels serving
the oil and gas sector.
b. Capitalization and Shareholding Structure of the Company
Based on the Company’s Shareholder Register, the composition of the Company’s share ownership as of
31 December 2024 is as follows:
DESCRIPTION TOTAL SHARE NOMINAL VALUE %
Rp. 100,- Per Share
Authorised Capital 14,220,000,000 1,422,000,000,000 -
Issued and Paid-up Capital
1 PT Wintermarjaya Lestari 1,484,926,248 148,492,624,800 34.010
2 Johnson Williang Sutjipto 313,717,072 31,371,707,200 7.185
3 Manoj Pitamber Nanwani 246,366,200 24,636,620,000 5.643
4 Pinky NK 241,162,800 24,116,280,000 5.524
5 Board of Commissioners and Directors of the Company
a. Sugiman Layanto (Managing Director) 343,717,964 34,371,796,400 7.872
b. Nely Layanto (Director) 38,589,989 3,858,998,900 0.883
c. Janto Lili (Director) 7,304,625 730,462,500 0.167
d. Muhamad Shanie Mubarak (Director) 3,000,000 300,000,000 0.068
4 Public (each holding below 5%) 2,678,784,898 267,878,489,800 38.648
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Total of Issued and Paid-up Capital 4,366,087,057 436,608,705,700 100.000
Portfolio Stock -
c. Composition of Board of Commissioners and Directors of the Company
Pursuant to Deed No. 11 dated 20 June 2024 made before Notary Rahayu Ningsih, S.H, Notary in
Jakarta, the composition of Board of Commissioners and Directors of the Company as of date of
this Information Disclosure to the Shareholders shall be as follows:
Commissioners
President Commissioner : Jonathan Jochanan
(Independent Commissioner)
Independent Commissioner : Sim Idrus Munandar
Commissioner : John Stuart Anderson Slack
Directors
Managing Director : Sugiman Layanto
Director : Nely Layanto
Director : Janto Lili
Director : Muhamad Shanie Mubarak
Corporate Secretary
Name : Nely Layanto
Audit Committee
Pursuant to Resolution of Board of Commissioners on 19 July 2021, Audit Commmitee has been
appointed with the following composition:
Chairman : Sim Idrus Munandar
Members : Antonius Karamoy
: Hanafiah Alam
d. Summary of the Company’s Audited Financial Statements
The Company’s annual Consolidated Financial Statements for the year ended on 31 December 2024
have been audited by Public Accountant Tjun Tjun, Reg. No. AP.1115, from the Public Accounting
Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, as stated in Audit Report No.
00276/2.1030/AU.1/05/1115-3/1/III/2025 dated 21 March 2025. The consolidated financial
statements were presented without modification, the consolidated financial position of PT
Wintermar Offshore Marine Tbk and its subsidiaries, as well as their consolidated financial
performance and cash flows for the year then ended, in accordance with Indonesian Financial
Accounting Standards.
.
(in full US Dollar, unless otherwise stated)
Balance For the Year Ended 31 December 2024 (audited)
Asset
Current Aset 69,529,117
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Non-current Assets 163,014,951
Total Assets 232,544,068
Liabilities and Equity
Current Liabilities 20,911,550
Non-current Liabilities 19,414,058
Total Liabilities 40,325,608
Equity 192,218,460
Total Liabilities and Equity 232,544,068
((in full US Dollar Penuh, unless otherwise stated)
Profit (Loss) For the Year Ended 31 December 2024 (audited)
Revenue 82,361,500
Direct Cost (56,002,622)
Gross Profit 26,358,878
Operating Expenses (8,575,734)
Other Income 18,509,579
Other Expenses (748,328)
Final Tax Expense (1,055,801)
Operating Profit 34,488,594
Profit for the Year 32,300,184
Total Comprehensive Income for the Year 32,504,932
Total Profit (Loss) for the Year Attributable to:
- Owners of the Parent Entities
- Non-controlling Interests 22,491,788
9,808,396
Total Comprehensive Profit (Loss) Attributable to:
- Owners of the Parent Entities
- Non-controlling Interests 22,699,933
9,804,999
Basic Earnings per Share (in USD cents) 0.515
DETAILED EXPLANATION REGARDING THE SOURCE OF CAPITALIZATION FOR SHARE DIVIDEND
As proposed for approval by the Shareholders at the General Meeting of Shareholders to be held on 3
June 2025, the Company plans to carry out a Share Dividend Distribution derived from the Capitalization
of the Company’s Retained Earnings which have not been appropriated as of 31 December 2024,
amounting to USD 19,639,176 (nineteen million six hundred thirty-nine thousand one hundred seventy-
six United States Dollars) equivalent to Rp 331,509,290,880 (three hundred thirty-one billion five hundred
nine million two hundred ninety thousand eight hundred eighty Rupiah) based on the JISDOR exchange
rate as of 23 April 2025. Such Retained Earnings are as stated in the Company’s Annual Consolidated
Financial Statements for the period ended on 31 December 2024, which have been audited by Public
Accountant Tjun Tjun, Reg. No. AP.1115, from the Public Accounting Firm Amir Abadi Jusuf, Aryanto,
Mawar & Partners, under Report No. 00276/2.1030/AU.1/05/1115-3/1/III/2025 dated 21 March 2025.
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The Company plans to distribute to its Shareholders: (1) Final Cash Dividend in the amount of Rp
8,732,174,114 (eight billion seven hundred thirty-two million one hundred seventy-four thousand one
hundred fourteen Rupiah), equivalent to Rp 2 per share, and (2) a maximum of Rp. 34,928,696,456 (thirty-
four billion nine hundred twenty-eight million six hundred ninety six thousand four hundred fifty six
Rupiah) in the form of a Share Dividend.
VALUE OF EACH SOURCE OF CAPITALIZATION FOR SHARE DIVIDEND
The Value of the Source of capitalization for the Share Dividend will be from the capitalization of the
Company’s Retained Earnings for the 2024 fiscal year that have not been appropriated, with the amount
as stated above.
RATIO OF SHARE DIVIDEND DISTRIBUTION DERIVED FROM RETAINED EARNINGS
The Company plans to distribute Share Dividends valued at up to Rp. 34,928,696,456 (thirty-four billion
nine hundred twenty eight million six hundred ninety six thousand four hundred fifty six Rupiah) to
shareholders.
The number of shares to be issued as Share Dividends will be calculated based on the closing share price
one day prior to the date of GMS , i.e., on 2 June 2025, and will be distributed to the shareholders as of
the Recording Date on 17 June 2025.
Using the share price as of 23 April 2025 of Rp 370 per share, the estimated number of shares will be
94,401,882 (ninety four million four hundred one thousand eight hundred eighty two) which is
approximately a ratio of 46:1, whereby each 46 (forty six) existing shares will be entitled to receive 1 (one)
Dividend Share which constitutes a newly issued share with a nominal value of Rp 100 (one hundred
Rupiah) per share. However, this estimated number of Dividend Shares is subject to change based on the
share price 1 (one) day prior to the GMS date on 3 June 2025. Any fractional shares resulting from the
distribution will be rounded down.
Therefore, if the proposal for the Share Dividend distribution is approved at the GMS, each holder of 46
(forty-six) existing shares as of the Recording Date will receive 1 (one) Dividend share, which constitutes
a new issued shares with a nominal value of Rp 100 (one hundred Rupiah) per share.
Fluctuations in the exchange rate or share price assumptions will not affect the Board of Directors'
proposal regarding the Share Dividend distribution to be submitted to the GMS.
Therefore, the basis of determining the number of shares distributed in this Share Dividend shall be
pursuant to Article 8 of POJK 27/2020.
BASIS FOR DETERMINING THE PRICE USED IN BONUS SHARE DISTRIBUTION
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The basis for determining the price of Share Dividends derived from the capitalization of Retained Earnings
refers to the provisions of Article 8 of POJK 27/2020, whereby the number of shares to be distributed as
Bonus Shares, which constitute Share Dividends, shall be determined based on the following:
1. in the event that the market price of the shares at the close of trading 1 (one) day prior to the GMS
is below the nominal value of the shares, the number of shares to be distributed shall be
determined based on the lowest value, namely the nominal value of the shares; or
2. in the event that the market price of the shares is equal to or higher than the nominal value, the
number of shares to be distributed shall be determined based on the market price of the shares at
the close of trading 1 (one) day prior to the GMS.
Accordingly, the number of Dividend Shares will be calculated based on the closing share price 1 (one) day
prior to the GMS date of 3 June 2025, to determine the number of Dividend shares that may be distributed
to the total number of shares issued and fully paid in the Company as of the Recording Date on 17 June
2025.
EXPLANATION OF TAX TREATMENT OF STOCK BONUS CONSTITUTING SHARE DIVIDENDS,
BOTH ITS IMPACT ON SHAREHOLDERS AND ON THE COMPANY
Shareholders who are domestic taxpayers receiving Share Dividends will not be subject to Income Tax in
accordance with Law No. 11 of 2020 concerning Job Creation, Article 4(3)(f), for the entire amount of
Dividends distributed to the Shareholders. Each Shareholder is individually responsible for the reporting
and payment of taxes on the Dividends received, in accordance with the applicable regulations.
Meanwhile, for Shareholders who are Foreign Taxpayers and wish to apply the tax withholding rate under
a Double Taxation Avoidance Agreement (DTA), they must comply with the requirements of Article 26 of
Income Tax Law No. 36 of 2008 and submit a valid Certificate of Residence (COR) to KSEI or the Share
Registrar (BAE) using the DGT-1 and DGT-2 forms as required under Directorate General of Taxes
Regulation No. 61/PJ/2009 dated 5 November 2009. In the absence of such documents, the Share
Dividends distributed will be subject to a 20% withholding tax pursuant to Article 26 of the Income Tax
Law.
ADMINISTRATIVE PROCEDURES RELATING TO THE DISTRIBUTION OF SHARE DIVIDEND
AND PROCEDURES FOR DISTRIBUTION OF SHARE DIVIDEND
The implementation of the Share Dividend distribution will be carried out in accordance with the
procedures and mechanisms set forth in the Company’s Articles of Association, POJK 27/2020, and other
applicable capital market regulations. The following outlines the procedure and schedule for the
Company’s Share Dividend distribution:
ACTIVITY DATE
Notification to OJK regarding the GMS Agenda and the Plan to Distribute Wednesday, 16 April 2025
Share Dividend
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Announcement of the GMS Plan to OJK, IDX, and the public via the KSEI Thursday, 24 April 2025 website, IDX website, and the Company's website Information Disclosure on the Plan to Distribute Share Dividend on the IDX Thursday, 24 April 2025 website and the Company's website Submission of Web Advertisement of the GMS Announcement to OJK and Monday, 28 April 2025 IDX Recording Date of GMS Thursday, 8 May 2025 GMS Invitation via the KSEI website, IDX website, and the Company's website Friday, 9 May 2025 Submission of Web Advertisement of the GMS Invitation to OJK and IDX Wednesday, 14 May 2025 Convening of the General Meeting of Shareholders (GMS) Tuesday, 3 June 2025 Announcement of the Summary of the GMS Minutes on the KSEI website, IDX Thursday, 5 June 2025 website, and the Company's website Submission of Web Advertisement of the Summary of GMS Minutes to OJK Monday, 9 June 2025 and IDX Information Disclosure on the Resolution of the Board of Directors and Board Thursday, 5 June 2025 of Commissioners regarding the Distribution of Share Dividend on the KSEI website, IDX website, and the Company's website Last Date of Cum Period (Share Dividend): - Regular & Negotiated Market Thursday, 12 June 2025 - Cash Market Tuesday, 17 June 2025 Start Date of Ex Period (Share Dividend): - Regular & Negotiated Market Thursday, 13 June 2025 - Cash Market Tuesday, 18 June 2025 Shareholders List Date Eligible for Share Dividend Tuesday, 17 June 2025 Application for Additional Share Listing to IDX Friday, 20 June 2025 Distribution of Share Dividend to Entitled Shareholders Wednesday, 2 July 2025
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Submission of the Audit Report on Share Dividend Distribution Reviewed by Wednesday, 16 July 2025
a Public Accountant to OJK
Administrative Procedures for Share Dividend Distribution
The administrative process related to the distribution of the Company’s Share Dividends, if approved by
the General Meeting of Shareholders, will be carried out through the Company’s Share Registrar, PT
Datindo Entrycom.
ADDITIONAL INFORMATION
To obtain information regarding the distribution of Share Dividend plan as described above, the
shareholders of the Company may contact the Company during its regular business days and hours,
namely from 08:30 - 17:30 WIB, at the address listed below:
Corporate Secretary
PT Wintermar Offshore Marine Tbk
Jl. Kebayoran Lama No 155 Jakarta Barat - Indonesia
Telp. No. 62-21 530 5201
Fax. No. 62-21 530 5203
www.wintermar.com
investor_relations@wintermar.com
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Financial Services Authority
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PT Swakarya Mulia Shipping
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Notary Trisnawati Mulia
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Minister of Justice
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Minister of Law and Human Rights
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PT Wintermarjaya Lestari
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Notary Rahayu Ningsih
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Mawar & Rekan
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Mawar & Partners
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Directorate General of Taxes Regulation
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PT Datindo Entrycom. ADDITIONAL INFORMATION To
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